Common use of Conversion Clause in Contracts

Conversion. Subject to the terms and conditions of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectively.

Conversion. Subject to a. In connection with the terms Closing of the Merger Agreement and conditions of this Agreementon the Closing Date, at the Closing and concurrently with the sale and purchase election of the Series C Closing SharesLender, all of the entire CB Principal outstanding principal balance hereunder and any and all accumulated but unpaid the accrued interest thereon as of January 31, 2019 (the “Conversion PriceBalance”) shall, upon election of Evergreen, shall be converted into (and the Company shall issue) such a number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 fully paid and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional nonassessable shares of the Company will be issued Borrower’s Common Stock equal to Evergreen. Notwithstanding the foregoingquotient of the Conversion Balance divided by the Per Share Merger Consideration (as defined in Merger Agreement). b. To convert the Conversion Balance into shares of Common Stock on the Closing Date, the conversion of the Converted Shares Lender shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release transmit by electronic mail at least three (3) Business Days prior to the Company Closing Date, a copy of an executed notice of conversion (the “Conversion Notice”) to the Borrower. On the Closing Date”). For , the avoidance of doubt, from Borrower shall issue and deliver to the date of Closing (address as defined below) until specified in the Conversion DateNotice, no interest a certificate, registered in the name of the Lender, for the number of shares of Common Stock to which the Lender shall be accrued under the Convertible Promissory Notes. entitled. c. The capitalization table Borrower shall not issue any fractional shares hereunder but instead shall round up or down any fractional shares as a result of the Company immediately prior foregoing calculation to the nearest whole share. d. Upon any such conversion, this Note shall be deemed cancelled and after shall be of no further force and effect, all indebtedness, liabilities and obligations owed by the Closing is enclosed hereto as Schedule I-C Borrower under this Note shall be deemed to be satisfied and Schedule I-D respectivelydischarged in full and the Borrower will not be indebted to the Lender for any reason under this Note, such cancellation, satisfaction and discharge to be deemed to be effective automatically upon such conversion without the necessity of any further action by the Lender, the Borrower or any other person or entity; provided that the Lender shall surrender this Note to the Borrower for cancellation at the time of conversion (or provide an indemnification undertaking reasonably satisfactory to the Borrower with respect to this Note in the case of its loss, theft or destruction).

Conversion. Subject (a) (i) At any time, until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall be convertible into shares of Common Stock at a price of Fifty Percent (50%) of the average closing bid price, determined on the then current trading market for the Common Stock, for the ten Business Days prior to the terms and conditions of this AgreementConversion Date, (the “Set Price”), at the Closing and concurrently with the sale and purchase option of the Series C Closing SharesHolder, the entire CB Principal in whole or in part, at any time and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company from time to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notestime. The number of the Converted Shares Holder shall be determined effect conversions by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (a “Notice of Conversion”), specifying the date on which such conversion is to be effected (a “Conversion Date”). For If no Conversion Date is specified in a Notice of Conversion, the avoidance of doubt, from Conversion Date shall be five Business Days following the date that such Notice of Closing (as defined below) until Conversion is provided hereunder. To effect conversions hereunder, the Conversion Date, no interest Holder shall be accrued under required to physically surrender this Debenture to the Convertible Promissory NotesCompany or a notarized affidavit of lost debenture regarding this Debenture. The capitalization table Company shall deliver any objection to any Notice of Conversion within two Business Days of receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Company immediately prior to shall be controlling and determinative in the absence of manifest error. If the Company does not issue the shares of Common Stock underlying this Debenture after receipt of a Notice of Conversion within five (5) Business days following the period allowed for any objection, the Company shall be responsible for any differential in the value of the converted shares of Common Stock underlying this Debenture between the value of the closing price on the date which is ten Business Days after the Closing is enclosed hereto as Schedule I-C Conversion Date and Schedule I-D respectivelythe date the shares of Common Stock are delivered. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Conversion. Subject (a) The Holder agrees, on or prior to June 30, 2013 (the “Termination Date”), subject to the conditions set forth herein, to convert the Holder’s Conversion Amount into the number of Shares set forth on Schedule A, in accordance with the terms and conditions of this Agreementthe Note issued in the name of the Holder. Provided that the Conversion Notice (as defined in the Note) is received on or prior to the Termination Date, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below), the Company shall issue a Warrant to purchase that number of shares of Common Stock (the “Warrant Shares”) until equal to 75% of the number of Shares issued to the Holder in connection with the Conversion, as set forth beside the Holder’s name on Schedule A. The Shares and Warrant are collectively referred to herein as the “Securities.” (b) The consummation of the transactions contemplated by this Agreement shall take place at a closing (the "Closing") on the date on which the last of the conditions set forth in Section 4 below are fulfilled, but in all cases on or before June 30, 2013. If the Closing does not occur on or before the Termination Date, the Holder shall retain all rights to convert the Holder’s Notes pursuant to the terms of conditions of the Notes, but this Agreement shall have no further force and effect and the Holder shall have no right to receive the Warrant or the Warrant Shares. Upon the Holder’s execution of this Agreement prior to the Termination Date, the Holder shall deliver the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table Notice and its Note for cancellation and within five business days of receipt of the Conversion Notice and Note for cancellation, the Company immediately prior shall deliver to the Holder (i) certificates representing the Shares to which the Holder is entitled as a result of such Conversion and (ii) the Warrant representing the Warrant Shares to which the Holder is entitled as a result of such Conversion. From and after the Closing delivery of the Securities, the Notes shall be cancelled. After the Closing, the Company shall have no further obligation to pay either cash or Common Stock, other than the Shares and, upon exercise of the Warrant, the Warrants Shares, for principal, interest or any other fees due under the Notes to the Holder. If a Holder has lost its Notes and is enclosed hereto as Schedule I-C unable to deliver its Notes, it shall immediately submit an affidavit of loss and Schedule I-D respectivelyindemnity agreement so that the Notes may be replaced and deemed cancelled in accordance with the terms hereof (each a “Lost Note Affidavit”).

Conversion. Subject (1) At any time and from time to time after the terms and conditions of this AgreementRedemption Date, at the Closing and concurrently with the sale and purchase Holder may convert any or all of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid accrued interest thereon as of January 31, 2019 then owing to Holder hereunder (the “Conversion PriceIndebtedness”) shall, upon election of Evergreen, be converted into (fully paid and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional non-assessable common shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion DateShares”)) at a conversion rate equal to one common share for each $0.01 of Indebtedness. For Such conversion may be effected by the avoidance surrender of doubta copy of this debenture at the office of the Company, accompanied by a written notice of conversion substantially in the form of Schedule “A” hereto signed by the Holder notifying the Company as to the exercise of the right of conversion and specifying the amount of Indebtedness in respect of which this debenture is converted and setting forth the name and address of any person in whose name the Shares issuable upon such conversion are to be registered. The Holder may convert this debenture in whole at any time or in part from time to time, so long as the Company remains indebted to the Holder hereunder. (2) As promptly as practicable after the surrender of this debenture for conversion, the Company shall issue to the Holder or any designated nominee a certificate representing the number of fully paid and non-assessable common shares into which all or any portion of the Indebtedness hereunder has been converted and, in the event that any amount remains owing hereunder after giving effect to such conversion, the Company shall issue a new debenture, in form identical to this debenture, in principal amount equal to the amount of such unconverted Indebtedness. (3) No fractional share or scrip representing a fractional share shall be required to be issued upon the conversion of this debenture. If the conversion of this debenture would otherwise result in a fractional share, the Company shall, in lieu of issuing such fractional share, pay to the Holder an amount equal to the fair market value of the fractional share. (4) The conversion of this debenture shall be deemed to have been made at the close of business on the date on which this debenture is surrendered for conversion, so that the Holder’s rights in respect of Closing (as defined below) until the Conversion Dateconverted portion shall terminate at such time, no interest and any person entitled to receive the shares into which the whole or any part of this debenture is converted shall be accrued under treated, as between the Convertible Promissory NotesCompany and such person, as having become the holder of record of such shares at such time. (5) If the Company at any time subdivides or consolidates the Shares issuable upon conversion, the Holder shall thereafter be entitled on conversion to receive the Shares to which it was before such subdivision or consolidation entitled, as subdivided or consolidated, and the conversion to receive the Shares to which it was before such subdivision or consolidation entitled, as subdivided or consolidated, and the conversion rate of Indebtedness shall be adjusted accordingly. The capitalization table Any such adjustment shall become effective on the date and at the time that such subdivision or consolidation becomes effective. (6) In case of: (a) any reclassification or change of Shares issuable by the Company upon conversion hereunder; (b) any consolidation, merger or amalgamation of the Company with or into any other corporation; (c) the sale of the assets of the Company substantially as an entirety to any legal entity followed by a winding up of the Company or a distribution of its assets to the shareholders; or (d) the sale of the assets of the Company substantially as an entirety to any legal entity in exchange for securities in or of such legal entity or any affiliate thereof; the Holder may thereafter convert this debenture (or any portion thereof) into the kind and amount of Shares or other securities and property (or the applicable portion thereof) receivable on such reclassification, change, consolidation, merger, amalgamation or sale that the Holder would have been entitled to receive thereupon had the Holder been the registered holder of the number of shares into which this debenture might have been converted immediately prior thereto. The provisions of this section shall similarly apply to successive reclassifications and after the Closing is enclosed hereto as Schedule I-C changes of Shares and Schedule I-D respectivelyto successive consolidations, mergers, amalgamations and sales.

Conversion. Subject to 3.1 At any time after the terms Financing Date until this Note is no longer outstanding, this Note may be converted into Conversion Shares at any time and conditions of this Agreementfrom time-to-time, in whole or in part, at the Closing and concurrently with the sale and purchase option of the Series C Closing SharesHolder. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the amount of principal to be converted and the date on which such conversion is to be effected (a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 5 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is delivered to the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender the Note to the Company unless the entire CB Principal principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 10 business days of receipt of such notice. The Holder, by acceptance of this Note, acknowledges and all accumulated but agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid interest thereon and unconverted principal amount of this Note may be less than the amount stated on the face hereof. 3.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined). 3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of January 31, 2019 Conversion Shares being acquired upon the conversion of Note. 3.4 The conversion price (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name in effect on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company any Conversion Date shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95mean 75% of the purchase price per share of average Closing Prices for the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until ten Trading Days immediately preceding the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectively.term "

Conversion. Subject (a) Notwithstanding anything contained herein to the terms and conditions of this Agreementcontrary, at upon delivery from a Converting Lender to the Closing and concurrently with the sale and purchase of the Series C Closing SharesCollateral Agent, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31Trustee, 2019 (the “Conversion Price”) shallLoan Agent, upon election of Evergreen, be converted into (the Rating Agency and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance Borrowers of a deed notice substantially in the form of release by EvergreenExhibit C hereto, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing a Converting Lender may elect any Payment Date (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoingsuch Payment Date, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For ) upon which all or a portion of the avoidance Aggregate Outstanding Amount of doubt, from the Loans held by such Converting Lender shall be converted into Class A-1a Notes of an equal aggregate principal amount in accordance with Section 2.5 of the Indenture; provided that (i) each Conversion Date shall be no earlier than the fifth Business Day following the date such notice is delivered (or such earlier date as may be reasonably agreed to by the Lender, the Collateral Agent, the Loan Agent and the Trustee), (ii) each Conversion Date shall only occur on a Payment Date and (iii) the Aggregate Outstanding Amount of Closing Loans converted into Class A-1a Notes on any Payment Date shall not be less than $20,000,000. On each Conversion Date, the Aggregate Outstanding Amount of the Class A-1a Notes shall be increased by the Aggregate Outstanding Amount of the Loans so converted. The Loans so converted will cease to be outstanding and will be deemed to have been repaid in full for all purposes under the Indenture and under this Agreement. No Class A-1a Notes may be converted into Loans. (b) The Lenders agree to provide reasonable assistance to the Trustee, the Collateral Agent and the Loan Agent in connection with such conversion, including, but not limited to, providing applicable instructions to DTC. (c) Notwithstanding anything herein to the contrary, each Lender may elect, in its sole discretion, to exercise the Conversion Option concurrently with an assignment of all or a portion of its Loans (an “Assignment/Conversion”) such that the Effective Date (as defined belowin the Assignment Agreement attached as Exhibit B hereto) until of the assignment occurs on the related Conversion Date and the assignee receives Class A-1a Notes in lieu of the portion of the Loans being assigned. Any assignment made in connection with an Assignment/Conversion shall meet the requirements for an assignment set forth in Section 8.4 and shall be made only to a Person that is entitled to acquire Class A-1a Notes in accordance with the transfer restrictions set forth in the Indenture. Any Lender electing to make an Assignment/Conversion shall deliver to the Collateral Agent, the Trustee, the Loan Agent and the Borrowers at least five Business Days prior to the Conversion Date, no interest shall (w) an executed Assignment Agreement, (x) a completed notice substantially in the form of Exhibit C hereto, (y) the assignment fee required to be accrued under paid pursuant to Section 8.4(c) hereof and (z) a certification from the Convertible Promissory Notes. The capitalization table of assignee that the Company immediately prior assignee is entitled to and after acquire Class A-1a Notes in accordance with the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelytransfer restrictions set forth in the Indenture.

Conversion. Subject (a) Prior to or upon Maturity at the terms and conditions discretion of the Holder, the unpaid principal amount of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and Note plus all accumulated but unpaid accrued interest thereon as shall be convertible into shares of January 31, 2019 Common Stock at $0.005 per share (the “Conversion Price”) shall), upon election of Evergreen, be converted into (and at the Company shall issue) such number of Series C Preferred Shares option of the Company Holder, in whole or in part. Shares issued upon conversion shall become free trading stock as promulgated by the rules and regulations of the U. S. Securities and Exchange Commission. The date on which such conversion is to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company effected (the “Conversion Date”). For The Holder shall effect conversions by surrendering the avoidance Note to be converted to the Company, together with the form of doubtnotice attached hereto as Exhibit A (“Notice of Conversion”). The Notice of Conversion shall specify the amount of principal and accrued interest to be converted. The Notice of Conversion, once given, shall be irrevocable. If, at Maturity, the Holder is converting less than all of the principal and interest amounts represented by this Note, the Company shall deliver to the Holder a cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from qualified legal counsel to have the restrictions lifted from the date of Closing security. (as defined belowb) until The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date, no interest (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction. (c) No fractional shares of Common Stock shall be accrued under issuable upon a conversion hereunder and the Convertible Promissory Notes. number of shares to be issued shall be rounded up or down to the nearest whole share. (d) The capitalization table issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company immediately that such tax has been paid. (e) The portion of the principal amount and accrued but unpaid interest on the Note, if any, which is converted into Common Stock shall be canceled upon conversion. (f) The Notice of Conversion (Exhibit A) shall be given to the Company ten (10) days prior to Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of Conversion will be deemed given on the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyfollowing Business Day.

Conversion. Subject to and in compliance with the terms provisions contained herein, the Holder is entitled, at its option, at any time prior to the close of business on the later of (i) Maturity Date (as the same may be extended pursuant to Section 6.f. below) and conditions (ii) in the event that the entire remaining principal amount of this AgreementNote is not repaid in full on the Maturity Date, at the Closing date that the entire remaining principal amount of this Note is repaid, or in case this Note or some portion hereof shall have been called for prepayment prior to such date, then, in respect of this Note or such portion hereof, until and concurrently with including, but not after, the sale and purchase close of business within 30 days of the Series C Closing Sharesdate of notice of prepayment, to convert the entire CB Principal principal amount of and any and all accumulated but unpaid interest thereon on this Note (or any portion thereof), into fully paid and nonassessable shares (calculated as to each conversion to the nearest share) of January 31, 2019 common stock (the “Conversion PriceShares”) shallof the Company by surrender of this Note, upon election duly endorsed (if so required by the Company) at its offices, accompanied by written notice to the Company, in the form set forth below, that the Holder elects to convert this Note or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted. The principal amount of Evergreen, this Note to be converted by the Holder shall be convertible into (the Conversion Shares at the rate of $0.70 per Share. No fractional Conversion Shares shall be issued, and the Company shall issue) such number of Series C Preferred Shares pay therefor in cash the fair value of the fractional Conversion Share at the time of conversion. If the Company does not intend to be issued repay this Note on the Maturity Date or expects to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (default in the “Converted Shares”). Immediately following the issuance payment of the Converted Shares pursuant to principal amount of this Section 1.2 and Note on the issuance of a deed of release by EvergreenMaturity Date, the Company shall be released from all its ongoing obligations and liabilities under provide the Convertible Promissory NotesHolder with written notice not less than 5 business days prior to the Maturity Date. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of Thereafter, the Company will be issued to Evergreen. Notwithstanding shall provide the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion Holder with not less than 30 days notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after repayment of any principal amount of this note in accordance with Section 3 so that the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyHolder has an opportunity to covert this Note prior to repayment in accordance with the terms hereof.

Conversion. Subject (a) The Lender shall have the option, at any time or from time to time until this Note shall have been paid in full to convert the outstanding principal and accrued interest of this Note into fully-paid and nonassessable shares of the Borrower's voting common stock (the "Shares") at the rate of one (1) Share for every One Dollar ($1.00) of such indebtedness then outstanding. (b) As promptly as practicable after the surrender of this Note by the Lender, the Borrower shall deliver or cause to be delivered to the terms and conditions holder, certificates for the full number of Shares issuable upon conversion of this AgreementNote, in accordance with the provisions hereof. Such conversion shall be deemed to have been made at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (time that this Note was surrendered for conversion and the Company notice specified herein shall issuehave been received by the Borrower. (c) such The number of Series C Preferred Shares issuable upon conversion of this Note or repayment by the Company to Borrower in Shares shall be issued to Evergreen as set forth opposite Evergreen’s name proportionately adjusted if the Borrower shall declare a dividend of capital stock on Schedule II attached hereto (its capital stock, or subdivide its outstanding capital stock into a larger number of Shares by reclassification, stock split or otherwise, which adjustment shall be made effective immediately after the “Converted Shares”). Immediately following record date in the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance case of a deed dividend, and immediately after the effective date in the case of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notesa subdivision. The number of the Converted Shares issuable upon conversion of this Note or any part thereof shall be determined by dividing (i) proportionately adjusted in the Conversion Price by (ii) amount of securities for which the price per share Shares has been changed or exchanged in another transaction for other stock or securities, cash and/or any other property pursuant to a merger, consolidation or other combination. The Borrower shall promptly provide the holder of this Note with notice of any events mandating an adjustment to the conversion ratio, or for any planned merger, consolidation, Share exchange or sale of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyBorrower.

Conversion. Subject (A) Optional Conversion by the Noteholders; Conversion Period and Price (i) Noteholders have the right, subject as provided herein and to any applicable laws and regulations, to require the Company to convert all or part of the Note at its principal amount into Shares at any time during the Conversion Period ("Conversion Right"). The Conversion Period begins after the earlier to occur of (I) the close of the effective date of a registration statement filed by the Company with the Commission with respect to the terms Shares or (II) the date such Shares may be sold pursuant to the exemption from registration under the Securities Act provided by Rule 144 or other exemption from registration under the Securities Act, and conditions ends upon the earliest to occur of this Agreement(A) the second Business Day prior to the later of June 30, at 2006, or the Closing date on which all principal and concurrently with interest on the sale and purchase Note is repaid in full, or (B) if such Note shall have been called for redemption pursuant to Condition 7, the close of the Series C Closing Sharessecond Business Day prior to the Redemption Date. Upon conversion, the entire CB Principal right of the converting Noteholder to repayment of the principal amount of the Note to be converted (and, subject as provided in Condition 6(B)(iv), accrued and any and all accumulated but unpaid interest thereon as of January 31thereon) shall be extinguished and released, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and in consideration and in exchange therefor the Company shall issue) such number of Series C Preferred allot and issue Shares of the Company to be issued to Evergreen credited as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to paid up in full as provided in this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory NotesCondition 6. The number of Shares to be issued on conversion of the Converted Shares shall Note will be determined by dividing (i) the principal amount of the Note to be converted, plus accrued and unpaid interest thereon, by the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoingPrice, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until in effect on the Conversion Date, no with the result being rounded down to the nearest whole number. (ii) The price at which Shares will be issued upon the exercise of a Conversion Right (the "Conversion Price") initially will be U.S. $0.40. The Conversion Price will be subject to adjustment only in accordance with the manner provided in the definition of "Conversion Price" in Condition 19 herein. The Company shall give notice of any adjustment of the Conversion Price in accordance with Condition 15 within ten (10) Business Days with effective date of such adjustment. (iii) Notwithstanding the provisions of paragraph (i) of this Condition 6(A), if the Company shall default in making payment in full in respect of the Note which shall have been called for redemption or shall fail to issue Shares in respect of any Conversion, then, from the Relevant Date, interest shall continue to accrue on such Note and the Conversion Right attaching to such Note will continue to be accrued under exercisable up to, and including the Convertible Promissory Notes. The capitalization table close of business (at the place where the Note is deposited in connection with the exercise of the Company immediately prior to and after Conversion Right) on the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelydate upon which the full amount of the monies payable in respect of such Note has been duly received by the Holder or, or the date of the issuance of the Conversion Shares.

Conversion. 5.1 Subject to the terms Lockup Period and conditions of this AgreementClause 5.9, at the Closing and concurrently with Noteholders may, in their absolute discretion, from time to time, by one or more Conversion Notices to the sale and purchase Company, elect to Convert such portion of the Series C Closing Sharesprincipal amount of the Advance and/or any interest thereon, as is specified in each Conversion Notice. 5.2 Upon receipt of any Conversion Notice, the entire CB Principal Company will allot and any issue to the Noteholders (in the manner specified in the Conversion Notice) the Applicable Percentage of such number of Ordinary Shares (rounded down to the nearest whole share) as is equal to the aggregate of the Conversion Amount and all accumulated but unpaid interest thereon as the Conversion Repayment Fee (the “Total Conversion Amount”), the Total Conversion Amount being divided by the Fixed Premium Placing Price and the relevant number of January 31, 2019 Ordinary Shares being Admitted in accordance with Clause 5.5. 5.3 The relevant repayment fee payable by the Company to the Noteholders in their Applicable Percentage arising from a Conversion will be reduced from the Repayment Fee to a sum representing five (5) per cent of the principal amount of the Advance or Advances then outstanding and to be repaid by the Company (the “Conversion PriceRepayment Fee”) shall). 5.4 For the avoidance of doubt, upon election any Conversion may relate to principal only, interest only or both principal and interest. 5.5 Any amount to be satisfied pursuant to a Conversion shall not be satisfied until such time as the allotment and issue of Evergreen, be converted into (and the Company shall issue) such relevant number of Series C Preferred Ordinary Shares to the Noteholders (in the manner specified in the Conversion Notice) has been completed. Such Ordinary Shares shall be allotted and issued as soon as practicable and in any event by no later than the five (5thth) Trading Day following the date of the relevant Conversion Notice. 5.6 The Company acknowledges and agrees that, following delivery of a Conversion Notice, each Noteholder may, subject to Clause 10, sell any or all of the Ordinary Shares to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares it pursuant to such Conversion Notice prior to the delivery of such Ordinary Shares to the Noteholders. 5.7 If any Reorganisation takes place after the date of this Section 1.2 and Agreement such amendments to the issuance Fixed Premium Placing Price shall be made as the auditors of a deed of release by Evergreen, the Company shall certify to be released from all its ongoing obligations fair and liabilities under the Convertible Promissory Notesreasonable. The number Company shall procure that its auditors are instructed to determine any such changes as soon as reasonably practicable upon any such Reorganisation taking effect and to report such changes to the Noteholders and the Company in writing, in default of which the Noteholders may instruct such expert as it sees fit to make such determination. The Company’s auditors (or such expert as is appointed by the Noteholders) shall be deemed to be acting as experts and not as arbitrators and their determination shall, in the absence of manifest error, be final and binding on the parties. The fees of the Converted Shares Company's auditors (and such expert as is appointed by the Noteholders) shall be determined borne by dividing the Company. 5.8 If prior to the Maturity Date the Company issues and allots new Ordinary Shares (i“New Share Issuance”) in the Conversion Company at price per share below the Reference Price by (ii) then the Fixed Premium Placing Price shall be amended to 110% of the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”)relevant New Share Issuance. For the avoidance of doubt, from doubt the exercise of any warrants granted prior to the date of Closing this Agreement or the exercise of any options in the Company shall not be deemed a New Share Issuance. 5.9 Each Noteholder agrees that no more than 63.3% of any Advance (being principal and interest) may be converted at the Fixed Premium Placing Price. Accordingly, and as defined below) until the Conversion Datea worked example, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table more than £950,000 of the Company immediately prior to and after Initial Advance may be converted at the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyFixed Premium Placing Price.

Conversion. Subject to the terms and conditions of this AgreementIf at any time, at the Closing and concurrently with the sale and purchase Funder’s ownership of the Series C Closing Sharesshare capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the entire CB Principal and any and all accumulated but unpaid interest thereon “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of January 31association, 2019 as may be amended from time to time (the “Conversion PriceArticles”) shall, upon election of Evergreen, be converted into (and the Company shall issue) existing immediately prior to such conversion. The number of Series C Preferred Shares of the Company such shares to be issued upon such conversion shall be equal to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the “Converted Shares”). Immediately following the issuance Original Issue Price of the Converted Preferred B Shares pursuant –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to this Section 1.2 and be repaid at the issuance time of a deed of release by Evergreenconversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall be released from all its ongoing obligations and liabilities under deliver a thirty (30) days prior written notice to the Convertible Promissory NotesFunder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The number conversion right of the Converted Shares Funder described in this Section ‎2, shall be determined by dividing not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i) the Conversion Price by ), (ii) the price per share or (iii) of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance definition of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing Deemed Liquidation (as such term is defined below) until in the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyArticles).

Conversion. Subject (a) At the Payee’s option, at any time prior to payment in full of the terms and conditions principal balance of this AgreementNote, at the Closing and concurrently with the sale and purchase Payee may elect to convert all or any portion of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as outstanding principal amount of January 31, 2019 this Note into that number of warrants (the “Conversion PriceWarrants”) shall, upon election of Evergreen, be converted into equal to: (and i) the Company shall issue) such number of Series C Preferred Shares portion of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance principal amount of the Converted Shares Note being converted pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen15, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price divided by (ii) $1.50, rounded up to the price per share nearest whole number; provided, however, that the principal amount of any Working Capital Promissory Notes converted shall not exceed in the aggregate $1,500,000 and that amounts of principal converted under this Note shall be on a pro rata basis (based on the allocation set forth on Schedule I of the Converted Agreement) with amounts converted under the other Working Capital Promissory Note. Each Conversion Warrant shall have the same terms and conditions as the warrants issued by the Maker to the Payee pursuant to a private placement, as described in Maker’s Registration Statement on Form S-1 (333-251756). The Conversion Warrants, the Class A Shares which underlying the Conversion Warrants and any other equity security of Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be equal entitled to 95% the registration rights set forth in that certain Registration and Shareholder Rights Agreement, dated as of January 12, 2021, among the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoingCompany, the Payees and the other parties thereto. (b) Upon any complete or partial conversion of the Converted Shares principal amount of this Note, (i) such principal amount shall be regarded as being completed upon Evergreen’s issuance so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly deliver a conversion notice and a deed of release new duly executed Note to the Company Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the “Conversion Date”). For the avoidance of doubtsurrendered Note, from the date of Closing (as defined below) until Maker shall deliver to Payee the Conversion DateWarrants, no interest which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) The Payee shall pay any and all issue and other taxes that may be accrued under the Convertible Promissory Notes. The capitalization table payable with respect to any issue or delivery of the Company immediately prior Conversion Warrants upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Payee in connection with any such conversion. (d) The Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelysuch conversion comply with all applicable provisions of law.

Conversion. Subject to the terms and conditions (a) The unpaid principal amount of this AgreementNote plus all accrued interest thereon shall be convertible into shares of Common Stock at the Conversion Price of $.05 per share, at the Closing and concurrently option of the Holder, in whole at any time or in part from time to time. The Holder shall effect conversions by surrendering the Note to be converted to the Company, together with the sale and purchase form of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II notice attached hereto as Appendix I (the “Converted SharesNotice of Conversion”). Immediately following Each Notice of Conversion shall specify the issuance amount of the Converted Shares pursuant principal and accrued interest to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notesconverted. The number of the Converted Shares shall date on which such conversion is to be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company effected (the “Conversion Date”) shall be as set forth in Section 2(g). For Each Notice of Conversion, once given, shall be irrevocable. If the avoidance Holder is converting less than all of doubtthe principal amount represented by this Note, from the date Company shall deliver to the Holder a new Note for such principal amount as has not been converted within ten (10) Business Days of Closing the Conversion Date. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. (as defined belowb) until The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date, no interest (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction. (c) The Company covenants and agrees that it shall, at all times, reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder of this Note, such number of shares of Common Stock as shall be accrued under issuable upon the Convertible Promissory conversion of the aggregate principal amount of the outstanding Notes. The capitalization table Company covenants that all shares of Common Stock that shall be so issuable shall, upon issuance, be duly and validly authorized and issued and fully paid and non-assessable. (d) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the number of shares to be issued shall be rounded up or down to the nearest whole share. (e) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company immediately prior that such tax has been paid. (f) The Note converted into Common Stock shall be canceled upon conversion. (g) Each Notice of Conversion shall be given to the Company pursuant to Section 8 and shall be effected on the Business Day on which it is deemed so given if given no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of Conversion will be effected on the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelynext following Business Day.

Conversion. Subject to a) At any time after the terms and conditions of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing earliest of: (i) the Conversion Price by occurrence and continuance of an Event of Default, (ii) consummation of a Qualified Subsequent Financing, and (iii) on or after the price per share date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information, until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into Conversion Shares, at the option of the Converted Shares which shall be equal Holder, at any time and from time to 95% of time (subject to the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entityconversion limitations set forth in Section 4(d) hereof). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares The Holder shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note, and amount of accrued and unpaid interest (if any), to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). For No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. If no Conversion Date is specified in a Notice of Conversion, the avoidance Conversion Date shall be the date that such Notice of doubtConversion is deemed delivered hereunder. To effect conversions hereunder, from the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notessuch conversion(s). The capitalization table Company may deliver an objection to any Notice of Conversion within one Business Days of delivery of such Notice of Conversion, stating the basis of such objection and citing the relevant Section of this Note upon which such objection is based. In the event of any dispute or discrepancy, the Company and the Holder shall work to resolve such dispute or discrepancy to the mutual satisfaction of both parties. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the Company immediately prior to provisions of this paragraph, following conversion of a portion of this Note, the unpaid and after unconverted principal amount of this Note may be less than the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyamount stated on the face hereof.

Conversion. Subject (a) At the Payee’s option, at any time prior to payment in full of the terms and conditions principal balance of this AgreementNote, at the Closing and concurrently with the sale and purchase Payee may elect to convert all or any portion of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as outstanding principal amount of January 31, 2019 this Note into that number of shares (the “Conversion PriceShares”) shall, upon election of Evergreen, be converted into equal to: (and i) the Company shall issue) such number of Series C Preferred Shares portion of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance principal amount of the Converted Shares Note being converted pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen15, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price divided by (ii) $10.00, rounded up to the price per nearest whole number; provided, however, that the principal amount of any Working Capital Promissory Notes converted shall not exceed in the aggregate $300,000. Each Conversion Share shall have the same terms and conditions as the private placement shares issued by the Maker to the Payee pursuant to a private placement, as described in Maker’s Registration Statement on Form S-1 (333-253171). The Conversion Shares and any other equity security of Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection with a combination of the Converted Shares which shares, recapitalization, amalgamation, consolidation or reorganization, shall be equal entitled to 95% the registration rights set forth in that certain Registration and Shareholder Rights Agreement, dated as of March 9, 2021, among the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoingCompany, the Payees and the other parties thereto. (b) Upon any complete or partial conversion of the Converted principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Shares, (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall deliver to Payee the Conversion Shares, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) The Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Shares upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Payee in connection with any such conversion. (d) The Conversion Shares shall not be regarded as being completed issued upon Evergreen’s conversion of this Note unless such issuance and such conversion comply with all applicable provisions of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelylaw.

Conversion. Subject A. Lender shall have the right, subject to the terms and conditions provisions of this AgreementARTICLE X, at the Closing and concurrently with the sale and purchase option of the Series C Closing SharesLender, (i) at any time, to convert, the entire CB Principal unpaid principal amount of the Term Loans or any portion thereof, and any accrued and all accumulated but unpaid interest thereon on such Term Loans, and (ii) at any time prior to the Termination Date, to simultaneously advance and convert all or any portion of the remaining Commitment, or after the Commitment Period, to simultaneously advance and convert an amount equal to the amount of the Commitment, if any, which was not advanced as a Term Loan during the Commitment Period (it being acknowledged that this does not extend the Commitment Period), into fully paid and non-assessable shares of January 31, 2019 Borrower Common Stock or any capital stock or other securities into which such Borrower Common Stock shall have been changed or any capital stock or other securities resulting from a reclassification thereof ("Shares"). Such conversion of Term Loans and simultaneous advance and conversion of the “Commitment to Shares shall be made at an amount per Share which is equal to the then Current Conversion Price”) shall, upon election as further described below. The Term Loans and Commitment shall continue to be convertible, in whole or in part, even though Borrower may have given notice of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares prepayment of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance Term Loans or termination of the Converted Shares Commitment pursuant to Sections 2.01.D and 2.02.C, so long as Lender's notice of election to convert has been delivered to Borrower within the Early Termination period. B. For convenience, the conversion pursuant to this Section 1.2 and the issuance Article X of all or a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number portion of the Converted principal amount of Term Loans (and/or of accrued and unpaid interest if elected by Lender) and/or Commitment into Shares shall be determined by dividing (i) is herein sometimes referred to as the Conversion Price by (ii) the price per share "conversion" of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyTerm Loans/Commitment.

Conversion. Subject to (a) In accordance with the terms and conditions provisions of this AgreementSection 5, at the Closing and concurrently with the sale and purchase option of the Series C Closing SharesHolder, the entire CB Principal outstanding principal amount due hereunder shall be converted on the Maturity Date, in whole but not in part, into shares (individually, a “Share” and any and all accumulated but unpaid interest thereon as collectively, the “Shares”) of January 31the Company’s common stock, 2019 $0.001 par value per share (the “Common Stock”). The initial conversion price is $3.50 per share of the Common Stock (the “Conversion Price”). (b) shallNo fractional Shares shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder upon conversion of this Note, upon election of Evergreen, be converted into (and the Company shall issue) such number pay the cash not converted in lieu of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”)a fractional Share. Immediately following the issuance of the Converted Shares To convert this Note pursuant to this Section 1.2 5, the Holder shall provide to the Company written notice of such conversion at least ten (10) days prior to the Maturity Date, and surrender this Note on or before the issuance Maturity Date, duly endorsed, at the principal office of a deed of release by Evergreenthe Holder. At its expense, the Company shall, as soon as practicable thereafter, deliver to such Holder at the address in the Company’s records for the Holder, a Stock Certificate endorsed to the Holder reflecting the number of Shares to which the Holder shall be released from all its ongoing obligations entitled upon such conversion, together with any other securities and liabilities property to which the Holder is entitled upon such conversion under the Convertible Promissory Notesterms of this Note. The number Such certificate shall bear a legend in proper form, stating substantially as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” In the event of any conversion of this Note pursuant to this Section 5, such conversion shall be deemed to have been made on the Maturity Date and on and after such date the Holder of this Note entitled to receive the Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Shares. (c) In the event the Company should at any time or from time to time after the date of issuance hereof fix a record date for the effectuation of a split or subdivision of the Converted Shares shall be determined by dividing then outstanding Common Stock, or a stock dividend or distribution on the then outstanding Common Stock, then, as of such record date (i) or the date of such distribution, split or subdivision if no record date is fixed), the Conversion Price by (ii) the price per share of the Converted Shares which this Note shall be equal appropriately decreased so that the number of Shares issuable upon conversion of this Note shall be increased in proportion to 95% such increase of outstanding shares of Common Stock. (d) If the purchase price per share number of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price for this Note shall be appropriately increased so that the number of shares of the Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares of the Common Stock. (e) In case of any consolidation of the Company with, or merger of the Company into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the Holder will have the right to acquire and receive upon conversion of this Note in lieu of the Shares immediately theretofore acquirable upon the conversion of this Note, such shares of stock, securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of the Common Stock immediately theretofore acquirable and receivable upon conversion of this Note had such consolidation, merger or sale or conveyance not taken place. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Note and the obligations to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be issued entitled to Evergreen. Notwithstanding acquire. (f) The Company shall at all times reserve and keep available out of its authorized but unissued shares of its Common Stock solely for the foregoing, purpose of effecting the conversion of this Note such number of shares as shall from time to time be sufficient to effect the conversion of this Note; and if at any time the number of authorized but unissued shares of its Common Stock shall not be sufficient to effect the conversion of the Converted Shares entire outstanding principal amount of this Note, in addition to such other remedies as shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release available to the Holder, the Company (will use its commercially reasonable efforts to take such Company action as may, in the “Conversion Date”). For opinion of the avoidance Company’s counsel, be necessary to increase its authorized but unissued Common Stock to such number of doubt, from the date shares of Closing (Common Stock as defined below) until the Conversion Date, no interest shall be accrued under sufficient for such purposes. (g) Until conversion of this Note the Convertible Promissory Notes. The capitalization table Holder shall not have any rights as a stockholder of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyCompany.

Conversion. Subject (i) Each share of Preferred Stock shall be convertible into shares of Common Stock at the Conversion Ratio (subject to the terms reduction under Section 5(a)(ii) and conditions of this Agreement(iii), at the Closing and concurrently with the sale and purchase option of the Series C Closing Shares, holder in whole or in part at any time after the entire CB Principal and any and all accumulated but unpaid interest thereon expiration of 45 days after the Original Issue Date (as of January 31, 2019 defined in Section 7 below) (the “"Conversion Price”Term"). Any conversion under this Section 5(a)(i) shallshall be of a minimum amount of at least 12,500 shares of Preferred Stock. The holder shall effect conversions by delivering to the Company a written notice (the "Holder Conversion Notice"), upon election accompanied by the certificate representing the shares of Evergreen, the Preferred Stock to be converted. Each Holder Conversion Notice shall specify the number of shares of Preferred Stock to be converted into (and the Company shall issue) date on which such number of Series C Preferred Shares of the Company conversion is to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto effected (the “Converted Shares”"Holder Conversion Date"), which shall in no event be earlier than the date such Holder Conversion Notice is given in accordance with Section 5(k) below. Each Holder Conversion Notice, once given, shall be irrevocable (subject to Section 5(c) below). Immediately following If the issuance holder is converting less than all shares of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by EvergreenPreferred Stock, the Company shall be released from all its ongoing obligations and liabilities under promptly deliver to the Convertible Promissory Notes. The holder a certificate for such number of the Converted Shares shall be determined by dividing (i) the Conversion Price by shares of Preferred Stock as have not been converted. (ii) If on the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing Date (as defined below) until applicable to any conversion under Section 5(a) or 5(b), the Conversion Price (as defined below) then in effect is such that the aggregate number of shares of Common Stock that would then be issuable upon conversion of all then-outstanding shares of Preferred Stock, when combined with any shares of Common Stock previously issued upon conversion of any shares of Preferred Stock, would equal or exceed 1,070,000 shares (the "Issuable Maximum"), then the Company shall be obligated to effect the conversion of only such portion of each share of Preferred Stock subject to such conversion as is represented by the Conversion Percentage (as defined in the next sentence), and the remaining portion of such share shall be subject to the mandatory redemption provisions of Section 6. The "Conversion Percentage" shall be a fraction, the numerator of which is the "Allowable Conversion Maximum" (as defined in the next sentence) and the denominator of which is the total number of shares of Preferred Stock outstanding prior to such conversion. The Allowable Conversion Maximum at any time shall be the difference between the Issuable Maximum and the total number of shares of Common Stock previously issued upon conversion of shares of Preferred Stock. In the event of any stock split, stock dividend, recapitalization, reorganization or other similar action or event, appropriate adjustment shall be made to the Issuable Maximum and the Allowable Conversion Maximum. (iii) If on any Conversion Date for any shares of Preferred Stock applicable to any conversion under Section 5(a) or 5(b), the Per Share Market Value of the Common Stock on the immediately preceding date exceeds $7.75, the number of shares issued upon conversion of such shares of Preferred Stock shall be reduced by a number of shares equal to 50% of (A) the amount by which such Per Share Market Value exceeds $7.75, divided by (B) such Per Share Market Value, times (C) the number of shares which would otherwise be issued upon such conversion, but for the reduction provided for in this Section 5(a)(iii). (b) Each share of the Preferred Stock shall be convertible into shares of Common Stock at the Conversion Ratio (subject to reduction under Section 5(a)(ii) and (iii) above), at the option of the Company in whole or in part at any time on or after the expiration of 120 days after the Original Issue Date. The Company shall effect such conversion by delivering to the holders of such shares of Preferred Stock to be converted a written notice (the "Company Conversion Notice"), which Company Conversion Notice, once given, shall be irrevocable; provided, however, that during the period of two years after the Original Issue Date, the Company shall have no right to deliver a Company Conversion Notice and effect the conversion of shares of Preferred Stock under this Section 5(b) unless either (i) all of such shares may be converted into shares of Common Stock in accordance with Section 5(a)(ii); or (ii) all of such shares may be either converted into shares of Common Stock in accordance with Section 5(a)(ii) or may be redeemed and the entire redemption price paid in full in accordance with Section 6 without violating the CGCL (as defined below in Section 6). Each Company Conversion Notice shall specify the number of shares of Preferred Stock to be converted and the date on which such conversion is to be effected (the "Company Conversion Date"). The Company shall give such Company Conversion Notice in accordance with Section 5(k) below at least two Trading Days before the Company Conversion Date. Any such conversion shall be effected on a pro rata basis among the holders of Preferred Stock. Upon the conversion of shares of Preferred Stock pursuant to a Company Conversion Notice, the holders of the Preferred Stock shall surrender the certificates representing such shares at the office of the Company or of any transfer agent for the Preferred Stock or Common Stock. If the Company is converting less than all shares of the Preferred Stock, the Company shall, upon conversion of such shares subject to such Company Conversion Notice and receipt of the certificate or certificates representing such shares of Preferred Stock, deliver to the holder or holders a certificate for such number of shares of Preferred Stock as have not been converted. Each of a Holder Conversion Notice and a Company Conversion Notice is sometimes referred to herein as a "Conversion Notice," and each of a "Holder Conversion Date" and a "Company Conversion Date" is sometimes referred to herein as a "Conversion Date." (c) Three Trading Days after the Conversion Date, no interest the Company will deliver to the holder (i) a certificate or certificates which shall be accrued free of restrictive legends and trading restrictions (other than those then required by law), representing the number of shares of Common Stock being acquired upon the conversion of shares of Preferred Stock (subject to any reduction required pursuant to Section 5(a)(ii) or (iii)), and (ii) subject to Section 6 below, the certificate representing the number of shares of Preferred Stock not converted; provided, however that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any shares of Preferred Stock (or with respect to shares subject to redemption pursuant to Sections 5(a)(ii) and 6, to pay the redemption price payable under Section 6), until certificates evidencing such shares of Preferred Stock are either delivered to the Convertible Promissory NotesCompany or any transfer agent for the Preferred Stock or Common Stock, or the holder notifies the Company that such certificates have been lost, stolen or destroyed and provides a bond (or other adequate security acceptable to the Company) satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. The capitalization table Company shall, upon request of the holder, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section 5(c) electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. In the case of a conversion pursuant to a Holder Conversion Notice, if such certificate or certificates are not delivered by the date required under this Section 5(c), the holder shall be entitled by written notice to the Company at any time on or before such holder's receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the certificates representing the shares of Preferred Stock tendered for conversion. (i) The Conversion Price (the "Conversion Price") in effect on any Conversion Date shall be the lesser of the Closing Price on the Trading Day immediately preceding the Original Issue Date or 82.5% of the average of the Closing Price on the three Trading Days immediately preceding the Conversion Date. For purposes of this Section, the "Closing Price" on any Trading Day shall mean the last reported closing price of the Common Stock of the Company on such day on the principal securities exchange on which the Common Stock is listed or, if the Common Stock is not so listed, the last reported bid price of the Common Stock as reported on The Nasdaq National Market on such date or, if the Common Stock is neither so listed nor so reported, the last reported bid price of the Common Stock as quoted by a registered broker-dealer for which such quotes are available on such date. (ii) If the Company, at any time while any shares of Preferred Stock are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Junior Stock payable in shares of its capital stock (whether payable in shares of its Common Stock or of capital stock of any class), (b) subdivide outstanding shares of Common Stock into larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of Common Stock any shares of capital stock of the Company, the Conversion Price designated in Section 5(d)(i) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 5(d)(ii) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (iii) In case the Company, at any time while any shares of the Preferred Stock are outstanding, shall issue rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Per Share Market Value of Common Stock at the record date mentioned below, the Conversion Price designated in Section 5(d)(i) shall be multiplied by a fraction, of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase Common Stock the issuance of which resulted in an adjustment in the Conversion Price designated in Section 5(d)(i) pursuant to this Section 5(d)(iii), if any such right or warrant shall expire and shall not have been exercised, the Conversion Price designated in Section 5(d)(i) shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section 5 after the issuance of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (iv) In case the Company, at any time while shares of Preferred Stock are outstanding, shall distribute to all holders of Common Stock (and not to holders of Preferred Stock) evidences of its indebtedness or assets or rights or warrants, to subscribe for or purchase any security (excluding those referred to in Section 5(d)(iii) above) then in each such case the Conversion Price at which each share of the Preferred Stock shall thereafter be convertible shall be determined by multiplying the Conversion Price in effect prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors of the Company in good faith; provided, however that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, then such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "Appraiser") selected in good faith by the holders of a majority in interest of the shares of Preferred Stock; and provided, further that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. In either case the adjustments shall be described in a statement provided to all holders of Preferred Stock of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (v) All calculations under this Section 6 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (vi) Whenever the Conversion Price is adjusted pursuant to Section 5(d)(ii),(iii), (iv) or (v), the Company shall promptly mail to each holder of shares of Preferred Stock, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (vii) In case of any reclassification of the Common Stock, any consolidation or merger of the Company with or into another person, sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which share exchange the Common Stock is converted into other securities, cash or property, then the holders of the shares of Preferred Stock then outstanding shall have the right thereafter to convert such shares only into the kind and amount of shares of stock and other securities and property receivable upon or deemed to be held following such reclassification, consolidation, merger, sale, transfer or share exchange by a holder of a number of shares of the Common Stock of the Company into which such shares Preferred Stock could have been converted immediately prior to and after such reclassification, consolidation, merger, sale, transfer or share exchange. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyholder of shares of Preferred Stock the right to receive the securities or property set forth in this Section 5(d)(vii) upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (viii) In case: (A) the Company shall declare a

Conversion. Subject to (a) At any time during the terms period commencing on October 1, 2011 and conditions of this Agreementending on the Maturity Date, at the Closing option and concurrently with upon the sale and purchase written election of the Series C Closing SharesCompany in accordance with Section 4(c) hereof, the entire CB Principal outstanding principal and any and all accumulated accrued but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, on this Note may be converted into (and Common Stock at a conversion price equal to $.05 per share. Upon such conversion, the Company shall issue) such number issue to the Holder a stock certificate representing the shares of Series C Preferred Shares of the Company to be Common Stock issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen4(a); provided, however, that the Company shall not be released from all its ongoing obligations obligated to issue certificates evidencing such shares of Common Stock, issued pursuant to this Section 4(a) unless this Note is delivered to the Company for cancellation, or the Holder notifies the Company that this Note has been lost, stolen or destroyed and liabilities under executes an agreement reasonably satisfactory to the Convertible Promissory Notes. The number Company to indemnify the Company for any loss incurred by it in connection with the loss, theft or destruction of the Converted Shares this Note. (b) No fractional shares shall be determined by dividing (iissued upon any conversion of this Note into Common Stock, as applicable, pursuant to Section 4(a) hereof. If any fractional share of Common Stock, as applicable, would be delivered upon such conversion, the Conversion Price by (ii) Company, in lieu of delivering such fractional share, shall pay to the Holder an amount in cash equal to the allocable portion of the price per share of such fractional share of Common Stock. The Company covenants that all shares of Common Stock issued pursuant to Section 4(a) hereof will be duly and validly issued and fully paid and nonassessable, and free from all taxes, liens and charges with respect to the Converted Shares issue thereof. (c) In order to exercise its election to convert the outstanding principal and accrued but unpaid interest on this Note into Common Stock, the Company shall provide written notice to the Holder of its election (if Company so elects) to convert the outstanding principal and accrued but unpaid interest on this Note pursuant to Section 4(a) hereof at least two (2) business days prior to the proposed date of such conversion. (d) Upon any taking by the Company of a record of the holders of any class or series of securities for the purpose of determining the holders thereof who are entitled to vote with respect to any Liquidation Event, the Company shall provide notice to the Holder at least ten (10) business days prior to the record date specified therein (or such shorter period approved by a Majority of Holders) specifying (i) the date on which any such record is to be taken for the purpose of determining stockholders entitled to vote with respect to any such Liquidation Event and (ii) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be equal entitled to 95% exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such Liquidation Event. (e) In addition to the notice described in Section 4(d), the Company shall provide notice to the Holder of any Liquidation Event, as applicable, at least ten (10) business days prior to the consummation of such event (the "Corporate Event Notice"). The Corporate Event Notice shall set forth all material facts and terms relating to such Liquidation Event, including without limitation, as applicable: (i) the nature, amount, terms and conditions of payment, if any, to the holders of Common Stock in connection with any such Liquidation Event, (ii) the date on which such Liquidation Event is expected to be consummated, (iii) the procedures that must be followed (and the latest date that such procedures must be completed) in order for the Holder to effect a conversion of this Note into shares of Common Stock, and (iv) a statement as to whether the Company has elected to prepay this Note in connection with the Liquidation Event pursuant to Section 3(b) hereof. The Corporate Event Notice shall also provide the Holder with the option to require the Company to prepay this Note pursuant to Section 3(b) hereof. Upon receipt of the purchase price per share Corporate Event Notice, the Holder shall promptly (but in any event at least two (2) business days prior to the consummation of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion Liquidation Event) provide written notice and a deed of release to the Company of its election (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined belowif Holder so elects) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyhave this Note prepaid pursuant to Section 3(b) hereof.

Conversion. Subject to At any time on or after the terms and conditions of this AgreementIssuance Date, at the Closing and concurrently with the sale and purchase request of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 Holder (the “Conversion PriceElection”) shall), upon election of Evergreenthis Note shall be convertible, be converted in whole or in part, into (and the Company shall issue) such number of Series C Preferred fully paid and non-assessable Common Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be is determined by dividing (ix) the outstanding Principal Amount and the Interest Amount then accrued hereon by (y) the Conversion Price by (iias defined in Section 3.2(a) hereof) then in effect (the price per share of “Conversion Rate”); provided, however, that the Converted Shares which Conversion Price, defined below, shall be equal subject to 95% adjustment as described in Section 3.4 of the purchase price per share of the Series C Closing Shares purchased this Note. The Holder shall effect a Conversion Election by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release delivering to the Company the form of Notice of Conversion attached hereto as Exhibit B (a “Notice of Conversion”), specifying therein the principal amount of Notes to be converted and the date on which such conversion is to be effected (a “Conversion Date”). For If no Conversion Date is specified, in a Notice of Conversion, the avoidance Conversion Date shall be the date that such Notice of doubtConversion is provided hereunder. To effect Conversion Elections hereunder, from the Holder shall not be required to physically surrender Notes to the company unless the entire Principal Amount of this Note plus the Interest Amount thereon shall have been so converted. Conversions hereunder shall have the effect of lowering the outstanding Principal Amount in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the Principal A▇▇▇▇▇ converted and the date of Closing such conversions. The Company shall deliver any objection to any Notice of Conversion within three (as defined below3) until Trading Days of receipt of such Notice of Conversion. In the Conversion Dateevent of any dispute or discrepancy, no interest the records of the Holder shall be accrued under controlling and determinative in the Convertible Promissory Notesabsence of manifest error. The capitalization table Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company immediately prior within five (5) Trading Days following such request so that a new Note reflecting the correct Principal Amount may be issued to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyHolder.

Conversion. Subject Holder may, at its option exercisable by written notice to the terms Company at any time prior to the maturity Date, elect to convert all outstanding principal and conditions accrued interest on this Note into shares of Conversion Stock, subject to the following terms: (a) Notwithstanding subsection (b) hereunder. (i) in the event that the Conversion Exchange Rate is lower than the Initial Exchange Rate, then all outstanding principal and accrued interest on this AgreementNote shall be convertible, at the Closing option of the Holder in whole and concurrently with at one time only, at any time after the sale date of issuance of this Note, into shares of Conversion Stock at a price per Conversion Share equal to the Conversion Price multiplied by the Initial Exchange Rate and, additionally, the Holder shall have the right to receive in cash in Korean Won in an amount equal to the Foreign Exchange Adjustment; and (ii) in the event that the Conversion Exchange Rate is greater than or equal to the Initial Exchange state, then all outstanding principal and accrued interest on this Note shall be convertible, at the option of the Holder in whole and at one time only, at any time after the date of issuance of this Note, into shares of Conversion Stock at a price per Conversion Share equal to the Conversion Price multiplied by the Conversion Exchange Rate and, additionally, the Holder shall have the right to purchase additional Conversion Shares, at such price per Conversion Share, such that the Holder, through conversion of this Note and such purchase of the Series C Closing additional Conversion Shares, receives the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such same number of Series C Preferred Conversion Shares of as Holder would have received had the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (Note been converted at the “Converted Shares”)Conversion Price multiplied by the Initial Exchange Rate. Immediately following the issuance of the Converted Shares Upon conversion pursuant to this Section 1.2 and 2.1(a), ▇▇▇▇▇▇ will deliver the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release original Note to the Company (and will execute and deliver to the “Conversion Date”). For Company at the avoidance of doubtClosing such stock purchase agreement, from investors’ rights agreement, co-sale agreement, voting and/or other agreements as are entered into by the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table other purchasers of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyCompany’s Series F Preferred Stock .

Conversion. Subject 4.1 At any time after the Issue Date until this Debenture is no longer outstanding, this Debenture may be converted into Units at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the terms Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the amount of principal to be converted and conditions the date on which such conversion is to be effected (a “Conversion Date”), which shall not be less than 21 days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 21 days following the date of delivery of the Notice of Conversion. To effect conversions hereunder, the Holder shall not be required to physically surrender the Debenture to the Company unless the entire principal amount of this AgreementDebenture has been converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within five business days of receipt of such notice. The Holder, at the Closing by acceptance of this Debenture, acknowledges and concurrently with the sale and purchase agrees that, by reason of the Series C Closing Sharesprovisions of this paragraph, following conversion of a portion of this Debenture, the entire CB Principal unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof. 4.2 The number of Units issuable upon a conversion shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted plus any interest to be converted and all accumulated but unpaid interest thereon (y) is the Conversion Price (as hereinafter defined). 4.3 Not later than ten Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares and the Warrants comprising the Units, which shall bear such restrictive legends and trading restrictions as are required by applicable law, representing the number of January 31, 2019 Conversion Shares and Warrants being acquired upon the conversion of this Debenture. 4.4 The conversion price (the “Conversion Price”) shallin effect on any Conversion Date shall be U.S$0.10. 4.5 If the Company, upon election at any time while this Debenture is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions in shares of Evergreenits Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, be converted (B) subdivide outstanding shares of Common Stock into (and the Company shall issue) such a larger number of Series C Preferred Shares shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance Common Stock any shares of capital stock of the Converted Shares Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 1.2 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the issuance effective date in the case of a deed of release by Evergreensubdivision, the combination or re-classification. 4.6 The Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The covenants that, unless it then has authority to issue an unlimited number of Common Shares, it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share purpose of issuance upon conversion of the Converted Shares which shall be equal to 95% Debentures, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of the purchase price per share of the Series C Closing Shares purchased by other Investors (Persons other than Holding Entity). No fractional the Holder, not less than such number of shares of the Common Stock as shall (subject to any additional requirements of the Company will as to reservation of such shares set forth in the Subscription Agreement) be issued to Evergreen. Notwithstanding the foregoing, issuable upon the conversion of the Converted Shares outstanding principal amount of the Debentures and the exercise of the Warrants. The Company covenants that all shares of Common Stock that shall be regarded as being completed so issuable shall, upon Evergreen’s issuance issue, be duly and validly authorized, issued and fully paid and nonassessable. 4.7 Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of shares of the Common Stock, and the Holder shall be entitled to receive, in lieu of the final fraction of a conversion notice share, one whole Conversion Share and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyone whole Warrant.

Conversion. Subject to (a) Upon Maturity, the terms and conditions unpaid principal amount of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and Note plus all accumulated but unpaid accrued interest thereon as shall be convertible into shares of January 31, 2019 Common Stock at $0.004 per share (the “Conversion Price”) shall), upon election of Evergreen, be converted into (and at the Company shall issue) such number of Series C Preferred Shares option of the Company Holder, in whole or in part. Shares issued upon conversion shall become free trading stock as promulgated by the rules and regulations of the U. S. Securities and Exchange Commission. The date on which such conversion is to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company effected (the “Conversion Date”). For The Holder shall effect conversions by surrendering the avoidance Note to be converted to the Company, together with the form of doubtnotice attached hereto as Exhibit A (“Notice of Conversion”). The Notice of Conversion shall specify the amount of principal and accrued interest to be converted. The Notice of Conversion, once given, shall be irrevocable. If, at Maturity, the Holder is converting less than all of the principal and interest amounts represented by this Note, the Company shall deliver to the Holder a cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from qualified legal counsel to have the restrictions lifted from the date of Closing security. (as defined belowb) until The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date, no interest (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction. (c) No fractional shares of Common Stock shall be accrued under issuable upon a conversion hereunder and the Convertible Promissory Notes. number of shares to be issued shall be rounded up or down to the nearest whole share. (d) The capitalization table issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company immediately that such tax has been paid. (e) The portion of the principal amount and accrued but unpaid interest on the Note, if any, which is converted into Common Stock shall be canceled upon conversion. (f) The Notice of Conversion (Exhibit A) shall be given to the Company ten (10) days prior to Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of Conversion will be deemed given on the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyfollowing Business Day.

Conversion. Subject (a) Upon Maturity or at the discretion of the Holder, any unpaid principal amount of this Note plus any accrued interest thereon shall be convertible into shares of Common Stock at a Fifty Percent (25%) discount to the terms and conditions lowest closing market price in the previous 90 days of this Agreement, at trading to the Closing and concurrently with date of Notice of Conversion provided to the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 Company. (the “Conversion Price”) shall), upon election of Evergreen, be converted into (and at the Company shall issue) such number of Series C Preferred Shares option of the Company Holder, in whole or in part Shares issued upon conversion shall become free trading stock as promulgated by the rules and regulations of the U. S. Securities and Exchange Commission. The date on which such conversion is to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company effected (the “Conversion Date”). For The Holder shall effect conversions by surrendering the avoidance Note to be converted to the Company, together with the form of doubtnotice attached hereto as Exhibit A (“Notice of Conversion”). The Notice of Conversion shall specify the amount of principal and accrued interest to be converted. The Notice of Conversion, once given, shall be irrevocable. If, at Maturity, the Holder is converting less than all of the principal and interest amounts represented by this Note, the Company shall deliver to the Holder a cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from qualified legal counsel to have the restrictions lifted from the date of Closing security. (as defined belowb) until The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date, no interest (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction. (c) No fractional shares of Common Stock shall be accrued under issuable upon a conversion hereunder and the Convertible Promissory Notes. number of shares to be issued shall be rounded up or down to the nearest whole share. (d) The capitalization table issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company immediately that such tax has been paid. (e) The portion of the principal amount and accrued but unpaid interest on the Note, if any, which is converted into Common Stock shall be canceled upon conversion. (f) The Notice of Conversion (Exhibit A) shall be given to the Company ten (10) days prior to the anniversary of Issuance Date or Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of Conversion will be deemed given on the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyfollowing Business Day.

Conversion. Subject (a) (i) At any time after the Closing Date, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the terms limitations on conversion set forth in Section 4(a)(ii) hereof); provided, however, that if the Set Price (based on the USD/Euro Exchange rate on the Conversion Date) is lower than the par value of the Common Stock, this Debenture may be converted at the par value of the Common Stock. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Conversion Notice”), to Facsimile No (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Chief Financial Officer) specifying therein the principal amount of Debentures to be converted and conditions the date on which such conversion is to be effected (a “Conversion Date”) and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “Conversion Schedule”) reflecting the remaining principal amount of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any Debenture and all accumulated but accrued and unpaid interest thereon as subsequent to the conversion at issue. If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of January 31, 2019 this Debenture plus all accrued and unpaid interest thereon has been so converted. The Underlying Shares which are issuable by the Company based on the Conversion Notice and subsection 4(a) (iii) (A) shall be deemed to be paid up on the Conversion Date by way of set-off of the Holder’s obligation to pay up the Underlying Shares against the Company’s obligation to pay the principal amount of this Debenture so converted (the “Conversion PriceConverted Amount”) to the Holder. The amount, if any, by which Converted Amount exceeds (i) the par value of the Underlying Shares, times (ii) the number of issuable Underlying Shares, shall be considered as share premium (“agio”) paid on the Underlying Shares. The Company shall, upon election within two weeks after the Conversion Date, deposit a bank statement as referred to in Section 2:93(a)(6) of Evergreenthe Netherlands Civil Code, indicating the EURO amount into which the Converted Amount is freely convertible based on the USD/EURO exchange rate on the Conversion Date, with the Commercial Registry of the competent Chamber of Commerce and Industry. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion, which shall be converted into (evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall issue) such number of Series C Preferred Shares of maintain records showing the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 principal amount converted and the issuance date of a deed such conversions. The Company shall deliver any objection to the figures represented in the Conversion Schedules within 2 Business Days of release by Evergreenreceipt of such notice. In the event of any dispute or discrepancy, the Company shall be released from all honor the conversion for the undisputed amount, and provide the Holder with a written statement of its ongoing obligations and liabilities under specific objections to Holder’s calculations within the Convertible Promissory Notestime period required for delivery of the Underlying Shares. The number Company and the Holder shall endeavor to resolve any discrepancy within five Business Days, and absent such consensual resolution, the matter shall, within a further five Business Days, be referred to the Company’s independent auditors, who shall be requested in writing to resolve such dispute within ten Business Days, or as quickly thereafter as possible; provided, however, that if the Company’s position with respect to such discrepancy is successful, such liquidated damages shall not accrue pursuant to Section 4(b)(ii) with respect to the disputed amount of such Conversion Notice. The written decision of such independent auditors shall be final. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share provisions of the Converted Shares which shall be equal to 95% this paragraph, following conversion of the purchase price per share a portion of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoingthis Debenture, the conversion unpaid and unconverted principal amount of this Debenture may be less than the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to amount stated on the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyface hereof.

Conversion. Subject (a) On or after the first Business Day that is 12 years after the Issue Date, the Holders shall have the right to convert their shares of Preferred Stock, in whole or in part (but in no event less than 50,000 shares of Preferred Stock or, if the aggregate amount of shares of Preferred Stock any such Holder owns is less than 50,000 shares, then all of such shares), into that number of whole shares of Common Stock for each share of Preferred Stock equal, subject to Section 6(j), to the terms and conditions quotient of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price Liquidation Preference divided by (ii) the price Optional Conversion Price then in effect, with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9 (such quotient, the “Conversion Rate”). To convert shares of Preferred Stock into shares of Common Stock pursuant to this Section 6(a), such Holder shall give written notice (the “Optional Conversion Notice” and the date of such notice, the “Optional Conversion Notice Date”) to the Company stating that such Holder elects to so convert shares of Preferred Stock and shall state therein: (A) the number of shares of Preferred Stock to be converted, (B) the name or names in which such Holder wishes the shares of Common Stock to be issued, (C) the Holder’s computation of the number of shares of Common Stock to be received by such Holder and (D) the Optional Conversion Price on the Optional Conversion Notice Date. If a Holder validly delivers an Optional Conversion Notice in accordance with this Section 6(a), the Company shall issue the shares of Common Stock as soon as reasonably practicable, but not later than ten (10) business days thereafter (the date of issuance of such shares, the “Optional Conversion Date”). (b) On or after the first Business Day that is 12 years after the Issue Date, if the Holders have not elected to convert all of their shares of Preferred Stock pursuant to Section 6(a), the Company shall have the right to cause the outstanding shares of Preferred Stock to be converted, in whole and not in part into that number of whole shares of Common Stock for each share of Preferred Stock equal, subject to Section 6(j), to the quotient of (i) the Liquidation Preference divided by (ii) the Forced Conversion Price then in effect, with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9; provided, however that in order for the Company to exercise such right, the Average VWAP per share of the Converted Shares which Common Stock during a 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Forced Conversion Notice Date shall be equal greater than one hundred twenty percent (120%) of the Forced Conversion Price then in effect; and provided, further, that if the conversion by the Company pursuant to 95this Section 6(b) would result in the Holders holding Common Stock (counting only such Common Stock as has been converted from Preferred Stock pursuant to this Certificate of Designations) representing in excess of 20% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares issued and outstanding Common Stock of the Company will be issued to Evergreen. Notwithstanding the foregoing, the immediately after such conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Maximum Holding Amount”), then such conversion shall be limited to the number of shares of Common Stock representing the Maximum Holding Amount, and the Company will have the continuing right to cause the remaining shares of Preferred Stock (which are not converted due to the Maximum Holding Amount limitation) to be converted in whole or in part at any time following the initial conversion of shares of Preferred Stock pursuant to this Section 6(b) to the extent such conversion would not result in the Holders holding Common Stock at such time representing in excess of the Maximum Holding Amount. To convert shares of Preferred Stock into shares of Common Stock pursuant to this Section 6(b), the Company shall give written notice (the “Forced Conversion Notice” and the date of such notice, the “Forced Conversion Notice Date”) to each Holder stating that the Company elects to force conversion of such shares of Preferred Stock pursuant to this Section 6(b) and shall state therein (A) the number of shares of Preferred Stock to be converted, (B) the Forced Conversion Price on the Forced Conversion Notice Date and (C) the Company’s computation of the number of shares of Common Stock to be received by the Holder. If the Company validly delivers a Forced Conversion Notice in accordance with this Section 6(b), the Company shall issue the shares of Common Stock as soon as reasonably practicable, but not later than ten (10) business days thereafter (the date of issuance of such shares, the “Forced Conversion Date”). For . (c) Upon conversion, each Holder shall surrender to the avoidance Company the certificates representing any shares held in certificated form to be converted during usual business hours at its principal place of doubtbusiness or the offices of its duly appointed Transfer Agent maintained by it, from accompanied by (i) (if so required by the date Company or its duly appointed Transfer Agent) a written instrument or instruments of Closing transfer in form reasonably satisfactory to the Company or its duly appointed Transfer Agent duly executed by the Holder or its duly authorized legal representative and (as defined belowii) until transfer tax stamps or funds therefor, if required pursuant to Section 6(j). (d) Immediately prior to the close of business on the Optional Conversion Date or the Forced Conversion Date, no interest as applicable, with respect to a conversion, a Holder shall be accrued under deemed to be the Convertible Promissory Notes. The capitalization table holder of record of Common Stock issuable upon conversion of such Holder’s shares of Preferred Stock notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Holder. Except to the extent that a Holder is not able to convert its shares of Preferred Stock into Common Stock as a result of Section 6(j), on the Optional Conversion Date or the Forced Conversion Date, as applicable, dividends shall cease to accrue on the shares Preferred Stock so converted and all other rights with respect to the shares of Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the number of whole shares of Common Stock into which such shares of Preferred Stock have been converted (with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9). As promptly as practical after the conversion of any shares of Preferred Stock into Common Stock, the Company shall deliver to the applicable Holder an Ownership Notice identifying the number of full shares of Common Stock to which such Holder is entitled, and a cash payment in respect of fractional shares in accordance with Section 9. (e) Each Fixed Conversion Price shall be subject to the following adjustments (except as provided in Section 6(f)): (i) If the Company pays a dividend (or other distribution) in shares of Common Stock to holders of the Common Stock, in their capacity as holders of Common Stock, then each Fixed Conversion Price in effect immediately following the record date for such dividend (or distribution) shall be divided by the following fraction: 20 OS1 OS0 where OS0 =the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution; and after OS1 =the Closing is enclosed hereto sum of (A) the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution and (B) the total number of shares of Common Stock constituting such dividend. (ii) If the Company issues to holders of shares of the Common Stock, in their capacity as Schedule Iholders of Common Stock, rights, options or warrants entitling them to subscribe for or purchase shares of Common Stock at less than the Market Value determined on the Ex-C and Schedule IDate for such issuance, then each Fixed Conversion Price in effect immediately following the close of business on the Ex-D respectively.Date for such issuance shall be divided by the following fraction: OS0 + X OS0 + Y where OS0 =the number of shares of Common Stock outstanding at the close of business on the record date for such issuance;

Conversion. (a) Subject to and in compliance with the terms and conditions provisions of ---------- this Section 3, if during the Initial Term the Borrower completes an IP0 or Next Round Financing, the outstanding principal amount of this AgreementNote shall automatically convert into fully paid nonassessable shares of the Borrower's Common Stock, par value $.001 per share (the "Common Stock"), at the Closing and concurrently with Conversion Price in effect on the sale and purchase date of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company conversion. Such conversion shall issue) such number of Series C Preferred Shares of the Company become effective immediately prior to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by effectiveness of the registration statement for the IP0 or (ii) the price per share closing of the Converted Shares which shall be equal Next Round Financing, as applicable. (b) Subject to 95% and in compliance with the provisions of this Section 3, during the Second Term and prior to the payment of the purchase price per share outstanding principal amount of this Note, the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional Lender may convert the outstanding principal amount of this Note, in whole or in part, into fully paid nonassessable shares of the Company will Common Stock at the Conversion Price in effect on the date of conversion. The Lender shall only be issued entitled to Evergreen. Notwithstanding convert this Note into Common Stock one time, upon the foregoingearliest of the following events to occur. (i) If, prior to the Due Date, the conversion Borrower files a registration statement for an IP0, the Borrower shall, within five business days of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance initial filing of a conversion such registration statement, send written notice and a deed of release to the Company Lender of such filing (the “Conversion Date”"Filing Notice"). For the avoidance of doubtThe Lender shall, within 30 days from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table receipt of the Company Filing Notice (but in any event no later than the printing of the red ▇▇▇▇▇▇▇ prospectus for the IPO), determine whether or not it will convert the outstanding principal amount of this Note, in whole or in part, into Common Stock in accordance with this Section 3 and send written notice to the Borrower of such election. If, upon the expiration of such 30-day period, the Lender has not elected to convert this Note into Common Stock or has not notified the Borrower of its election, the Lender shall forfeit its right to convert this Note into Common Stock. If the Lender has elected to convert this Note into Common Stock pursuant to this paragraph (b)(i), the conversion shall become effective immediately prior to and after the effectiveness of the registration statement for the IPO. (ii) If, prior to the Due Date, the Borrower has scheduled the closing of the Next Round Financing, then at least 20 days prior to the closing of the Next Round Financing the Borrower shall send written notice to the Lender of such closing (the "Closing Notice"). The Lender shall, within 20 days from the date of receipt of the Closing is enclosed hereto as Schedule INotice, determine whether or not it will convert the outstanding principal amount of this Note, in whole or in part, into Common Stock in accordance with this Section 3 and send written notice to the Borrower of such election. If, upon the expiration of such 20-C and Schedule I-D respectivelyday period, the Lender has not elected to convert this Note into Common Stock or has not notified the Borrower of its election, the Lender shall forfeit its right to convert this Note into Common Stock. If the Lender has elected to convert this Note into Common Stock pursuant to this paragraph (b)(ii), the conversion shall become effective immediately prior to the closing of the Next Round Financing.

Conversion. Subject to the terms (a) All outstanding principal and conditions of accrued interest on this AgreementNote is convertible, at the Closing and concurrently with the sale and purchase option of the Series C Closing SharesHolder, at any time after XXXXXX, into fully paid and non-assessable shares of Common Stock at the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 conversion rate (the “Conversion PriceRate”) shallof $.40 per share (the "Conversion Shares"). (b) Any such conversion shall be in the minimum amount of $10,000 and integral multiples of $10,000; provided, upon election however, the final conversion may be for all of Evergreenthe remaining principal and accrued interest. Any partial conversion of this Note shall be deemed a conversion of the principal sum hereof until the entire principal amount is converted. Thereafter, any conversion shall be converted into (and of accrued interest. If the Company is the issuer of securities to be sold by it under an effective registration statement pursuant to the Securities Act of 1933, as amended, the Company will provide no less than ten (10) days prior notice to the Holder and all conversion rights hereunder will terminate upon the closing of the sale by the Company of the securities covered by said registration statement unless the Holder shall issue) such number of Series C Preferred Shares of have converted this Note before said date. In the event the Common Stock is split, subdivided or combined, the conversion rate thereafter in effect shall be appropriately adjusted by the Company to be issued to Evergreen as set forth opposite Evergreen’s name provide the Holder with the number of Conversion Shares upon conversion such Holder would have received on Schedule II attached hereto (such split, subdivision or combination if it had converted this Note immediately prior thereto. In the “Converted Shares”). Immediately following event the issuance Common Stock is reclassified or the Company merges or combines with another entity in a transaction in which the holders of the Converted Shares pursuant to this Section 1.2 and the issuance Common Stock receive securities or other consideration in respect of a deed of release by Evergreensuch Common Stock, the Company Holder shall be released from all its ongoing obligations entitled after such event to convert this Note into the kind and liabilities under type of securities it would have received had the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company Holder converted this Note immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelysuch event.

Conversion. Subject to The Holder shall have the terms and conditions of this Agreementright, at the Closing Holder's option, to convert this Note into shares of Common Stock on the following terms and concurrently with the sale and purchase conditions: (a) Any part of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing Amount (as defined below) until of this Note shall be convertible into shares of Common Stock (subject to reduction pursuant to Section 2(i) below) at the Conversion DateRatio at the option of the Holder in whole or in part at any time following the Issuance Date up to and including the day that all of the Principal Amount and interest accrued but unpaid thereon, if any, are paid in full. The Holder shall effect conversions by delivering to the Company a fully executed notice of conversion in the form of conversion notice attached hereto as EXHIBIT B (the "CONVERSION NOTICE"), which may be transmitted by facsimile. Each Conversion Notice shall specify the outstanding Principal Amount of this Note to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is received by the Company hereunder (the "CONVERSION DATE"). If no interest Conversion Date is specified in a Conversion Notice, the Conversion Date shall be accrued under the Convertible Promissory Notesdate that the Conversion Notice is deemed delivered pursuant to Section 2(h) hereof. The capitalization table Holder shall surrender this Note to the Company with or promptly following the delivery of a Conversion Notice. If the Holder is converting less than all of the outstanding Principal Amount hereunder, or if a conversion hereunder cannot be effected in full for any reason, the Company immediately prior shall promptly deliver to the Holder (in the manner and after within the Closing is enclosed hereto time set forth in Section 2(b) hereof) a Note for such Principal Amount as Schedule I-C has not been converted. As used herein, "PRINCIPAL AMOUNT" shall refer to the sum of (i) the original principal amount of this Note, (ii) all accrued but unpaid interest payments hereunder and Schedule I-D respectively(iii) at the election of the Holder, to the extent not paid in cash when due, any Late Payments.

Conversion. Subject (a) Prior to the terms and conditions of this AgreementStated Maturity Date, the Holder shall have the right, at the Closing and concurrently with the sale and purchase its option at any time, to convert some or all of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted Note into (and the Company shall issue) such number of Series C Preferred Shares fully paid and nonassessable shares of Common Stock as is obtained by: dividing the principal amount of this Note to be converted by the Conversion Price then in effect. The rights of conversion set forth in this Section 4 shall be exercised by the Holder by giving written notice to the Company that the Holder elects to convert a stated amount of this Note into Common Stock and by surrender of this Note (or, in lieu thereof, by delivery of an appropriate lost security affidavit in the event this Note shall have been lost or destroyed) to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to be issued to Evergreen as the Holder) at any time on the date set forth opposite Evergreen’s name on Schedule II attached hereto in such notice (which date shall not be earlier than the “Converted Shares”Company's receipt of such notice). Immediately following the issuance , together with a statement of the Converted Shares pursuant name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued. Upon any conversion of this Note, the Company shall, at its option, pay any accrued or unpaid interest on the portion of this Note so converted in cash or in Interest Shares, with each Interest Share having a value equal to the Market Price on the conversion date. (b) Promptly after receipt of the written notice referred to in Section 4(a) above and surrender of this Section 1.2 and Note (or, in lieu thereof, by delivery of an appropriate lost security affidavit in the issuance of a deed of release by Evergreenevent this Note shall have been lost or destroyed), but in no event more than three (3) Business Days thereafter, the Company shall issue and deliver, or cause to be released from all its ongoing obligations issued and liabilities under delivered, to the Convertible Promissory Notes. The Holder, registered in such name or names as the Holder may direct in writing, a certificate or certificates for the number of whole shares of Common Stock issuable upon the Converted Shares conversion of such portion of this Note. To the extent permitted by law, such conversion shall be determined deemed to have been effected, as of the close of business on the date on which such written notice shall have been received by dividing the Company and this Note shall have been surrendered as aforesaid (or, in lieu thereof, an appropriate lost security affidavit has been delivered to the Company), and at such time, the rights of the Holder shall cease with respect to the principal amount of the Notes being converted, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby. (c) No fractional shares shall be issued upon any conversion of this Note into Common Stock. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 4(c), be delivered upon such conversion, the Company, in lieu of delivering such fractional share, shall pay to the Holder an amount in cash equal to the Market Price of such fractional share of Common Stock. In case the principal amount of this Note exceeds the principal amount being converted, the Company shall, upon such conversion, execute and deliver to the Holder, at the expense of the Company, a new Note for the principal amount of this Note surrendered which is not to be converted. (d) If the Company shall, at any time or from time to time while this Note is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Conversion Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the price per share number of Conversion Shares issuable upon conversion of this Note shall be adjusted by multiplying the Converted number of Conversion Shares issuable upon conversion of this Note immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Conversion Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Conversion Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur. (e) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company's assets to another Person shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Conversion Shares immediately theretofore issuable upon conversion of this Note such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Conversion Shares equal to 95% the number of Conversion Shares immediately theretofore issuable upon conversion of this Note, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the purchase price per share Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Series C Closing Shares purchased by Conversion Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the conversion hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other Investors disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, without regard to any conversion limitation specified in Section 4, and the other obligations under this Note. The provisions of this paragraph (e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (f) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than Holding Entitycash dividends or cash distributions payable out of consolidated earnings or earned surplus), or subscription rights or warrants, the Conversion Price to be in effect after such payment date shall be determined by multiplying the Conversion Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Board in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price immediately prior to such payment date. No fractional Such adjustment shall be made successively whenever such a payment date is fixed. (g) An adjustment to the Conversion Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (h) In the event that, as a result of an adjustment made pursuant to this Section 4, the Holder shall become entitled to receive any shares of capital stock of the Company will be issued to Evergreen. Notwithstanding the foregoingother than shares of Common Stock, the number of such other shares so receivable upon conversion of the Converted Shares this Note shall be regarded subject thereafter to adjustment from time to time in a manner and on terms as being completed upon Evergreen’s issuance of a conversion notice and a deed of release nearly equivalent as practicable to the provisions contained in this Note. (i) Except as provided in Section 4(j) hereof, if and whenever the Company (the “Conversion Date”). For the avoidance shall issue or sell, or is, in accordance with any of doubtSections 4(i)(i) through 4(i)(vii) hereof, from the date deemed to have issued or sold, any Additional Shares of Closing Common Stock (as defined below) until for no consideration or for a consideration per share less than the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company Price in effect immediately prior to the time of such issuance or sale, then and after in each such case (a "Trigger Issuance") the Closing is enclosed hereto then-existing Conversion Price, shall be reduced, as Schedule I-C and Schedule I-of the close of business on the effective date of the Trigger Issuance, to a price determined as follows: Adjusted Conversion Price = (A x B) + D respectively.----------- A+C where "A" equals the number of shares of Common Stock outstanding, including Additional Shares of Common Stock (as defined below) deemed to be issued hereunder, immediately preceding such Trigger Issuance;

Conversion. Subject to On the terms and conditions of Automatic Conversion Date, this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any Note and all accumulated accrued but unpaid interest thereon as shall immediately, and without any action on the part of January 31the Company or the Holder, 2019 convert into (i) shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a conversion price per share of Common Stock equal to $0.706 (the “Conversion Price”), and (ii) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto Class D Warrants (the “Converted SharesWarrants”) for the purchase of shares of Common Stock in an amount equal to 50% of the number of shares of Common Stock issued to the Holder in accordance with clause (i) in this Section 3(a) (rounded up to the nearest whole share and subject to adjustment as provided in Section 3(c) below) at an exercise price per share of Common Stock, subject to adjustment as provided in Section 3(c) below, equal to $0.90 per share (the “Exercise Price”), such Warrants to have the terms and conditions set forth in the form of Warrant attached hereto as Exhibit A. This Note may not be converted by the Holder at any time. Immediately following No greater than 20 nor fewer than 5 days prior to the issuance Automatic Conversion Date, notice (the “Automatic Conversion Notice”) by first class mail, postage prepaid, shall be given to the Holder, addressed to the Holder at its last address as shown on the registration records of the Converted Shares Company. The Automatic Conversion Notice shall specify the date fixed for conversion, the place or places for surrender of Notes, and the then effective Conversion Rate pursuant to this Section 1.2 and the issuance of a deed of release 3. Any Automatic Conversion Notice which is mailed as herein provided shall be conclusively presumed to have been duly given by Evergreen, the Company on the date deposited in the mail, whether or not the Holder receives such notice; and failure properly to give such notice by mail, or any defect in such notice, to the Holder shall be released from all its ongoing obligations and liabilities under not affect the Convertible Promissory Notes. The number validity of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, proceedings for the conversion of this Note. Notwithstanding that this Note shall not have been surrendered, this Note shall no longer be deemed outstanding and all rights whatsoever with respect to this Note, except the Converted Shares right to receive the number of full shares of Common Stock and Warrants to which such person shall be regarded as being completed entitled upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubthereof, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyterminate.

Conversion. Subject 3.1. Any Series C Preferred Shares holder shall have the following options (each such option, the “Conversion Option”) to convert its Series C Preferred Shares before the Mandatory Redemption Date and the exercise of a Redemption Option: (i) at any time prior to an IPO to convert all or part of its outstanding Series C Preferred Shares into such number of Conversion Shares at the Series C Conversion Price then in effect; (ii) at any time upon or after an IPO but prior to the terms and conditions Post-IPO Option Date (as defined below), to convert all or part of its outstanding Series C Preferred Shares into such number of Conversion Shares at the Series C Conversion Price then in effect; or (iii) pursuant to Section 3.3 (i) of this AgreementExhibit C, no later than five (5) Business Days following the Post-IPO Option Date, to convert all (but not less than all) of its outstanding Series C Preferred Shares into such number of Conversion Shares at the Closing Series C Conversion Price then in effect; provided that if the Company is not the legal entity which will be the listed entity in an IPO, the Series C Preferred Shares shall convert into shares of the proposed listed entity in the IPO, instead of Conversion Shares, on terms no less favourable than the conversion to Conversion Shares as contemplated herein and concurrently unless the Conversion Option is into shares in such listed entity on the terms as contemplated, the Company agrees not to proceed with the sale IPO. 3.2. If on the last day of the one hundred-eighty (180) day period commencing on the effective date of the registration statement relating to an IPO but prior to the Mandatory Redemption Date (if such day falls on the same day with the Mandatory Redemption Date, it shall be deemed to be prior to the Mandatory Redemption Date) (the “Post-IPO Option Date”), both of the Average Stock Price and purchase Consecutive Stock Price reach one hundred and thirty percent (130%) of the Series C Closing Shares, Conversion Price then in effect and the entire CB Principal and any and all accumulated but unpaid interest thereon as total equity valuation of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issuebe no less than US Dollar five hundred million (US$500,000,000.00) such number (on a fully-diluted and as-converted basis), then all of the outstanding Series C Preferred Shares of the Company to shall automatically be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The converted into such number of the Converted Conversion Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of at the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares Conversion Price then in effect as calculated pursuant to Section 2.1 of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-this Exhibit C and Schedule I-D respectivelysuch shares may not be reissued by the Company.

Conversion. (a) Subject to the terms provisions hereof, the holder shall have the right, at its sole and conditions exclusive option, at any time prior to the Maturity Date, to convert all or any portion of the outstanding principal amount of this Note into such number of shares of Common Stock, par value $.001 per share, of the Company (the "Common Stock"), at the fixed rate of $0.66 of such principal amount per share (the "Conversion Price"). Accordingly, based upon the Conversion Price, in the event that the holder elects to convert the entire principal amount of this Note, then the entire $150,000.00 principal amount of this Note shall be converted into 225,000 shares of Common Stock. The shares of Common Stock issuable upon conversion of this Note, if any, are hereinafter collectively referred to as the "Conversion Shares". (b) The holder shall exercise its right to convert the Notes hereunder by faxing an executed and completed Notice of Conversion to the Company, and the holder shall deliver, within (3) business days thereafter, the original Notice of Conversion (and the related original Notes) to the Company by hand delivery or by express courier, duly endorsed. Each date on which a Notice of Conversion is faxed to the Company in accordance with the provisions hereof shall be deemed to be a "Conversion Date". The Company will transmit the certificates representing the Conversion Shares issuable upon conversion of this Note, upon such conversion, to the holder via express courier as soon as practicable, but in all events no later than three (3) business days after the Conversion Date. For purposes of this Agreement, at the Closing and concurrently with the sale and purchase such conversion of the Series C Closing Shares, Notes shall be deemed to have been made immediately prior to the close of business on the Conversion Date (the "Delivery Date"). (c) If the entire CB Principal outstanding principal amount of this Note is not converted, then the Company shall also issue and deliver to such holder a new Note of like tenor in the principal amount equal to the principal amount which was not converted and dated the Conversion Date. Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which a Notice of Conversion shall have been delivered as aforesaid and the person or persons in whose name or names any and all accumulated but unpaid interest thereon as certificate of January 31, 2019 certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of the Conversion Shares represented thereby at such time on such date. (d) All of the “Conversion Price”) Shares shall, upon election of Evergreendelivery, be converted into duly authorized, validly issued and fully paid and nonassessable. (and e) The issuance of certificates for the Company Conversion Shares upon any conversion of this Note shall issue) such number of Series C Preferred Shares of be made without charge to the Company holder for any tax or other expense in respect to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of such certificates, all of which taxes and expenses shall be paid by the Converted Company, and such certificates evidencing the Conversion Shares shall be issued only in the name of the registered holder of this Note. (f) The Company hereby covenants and agrees with the holder that, in addition to all costs and expenses to be paid and reimbursed by the Company pursuant to this Section 1.2 and the issuance terms of a deed of release by Evergreenthe Offering, the Company shall will pay or cause to be released from paid the following: (a) on or prior to the date hereof, all its ongoing obligations fees, disbursements and liabilities under the Convertible Promissory Notes. The number expenses of the Converted Shares shall be determined by dividing holder's counsel in connection with the preparation and execution of the Notes up to a maximum of $15,000.00; and (ib) all other costs and expenses incident to the performance of its obligations in respect of the registration of the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued or otherwise under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelythis Note.

Conversion. Subject to (a) This Note may be converted, in whole or in part, into the terms and conditions of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares shares of Common Stock of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined is obtained by dividing (i) the Conversion Price by (ii) the price per share unpaid Principal Amount and all accrued and unpaid interest thereon as of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing Date (as defined below) until by (ii) Three Dollars and 50/100 ($3.50) or such lesser price per share of Common Stock as may be offered to the Company's shareholders in connection with any rights offering effected within twelve (12) months from the date hereof (the "Conversion Price"). (b) Written notice of conversion (the "Conversion Request") shall be delivered to the Company by the Holder specifying a date no less than sixty one (61) days after the date such notice is given on which this Note is to be converted into Common Stock (the "Conversion Date"). The Conversion Request shall be given to the Company at the address provided in Section 15 below or, if no such address appears or is given, at the place where the principal executive office of the Company is located. In addition to specifying the Conversion Date, no the Conversion Request shall specify the principal amount of the Note converted and the amount of accrued and unpaid interest converted. On the Conversion Date, the Holder shall be accrued under surrender this Note to the Convertible Promissory Notes. The capitalization table Company in exchange for the Common Stock of the Company as provided herein, in the manner and at the place designated by the Company. (c) As soon as practicable after the Conversion Date, the Company shall issue and deliver to Holder, upon surrender of the Note, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon conversion of the Note in accordance with the provisions hereof, and (ii) a check or cash in respect of any fraction of a share as provided in Section 1(d) hereof. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and after as of the Closing Conversion Date the Note (to the extent of principal repaid) shall be deemed cancelled and the Note (or the amount of principal repaid, if less than all) shall cease to accrue interest, and Holder shall be deemed to have become a shareholder of record; provided, however, that, in the event the Conversion Date falls on a date when the Company's securities transfer books are closed, Holder shall not be deemed to be a record holder of the Company's Common Stock for any purpose until the close of business on the next succeeding day on which the Company's securities transfer books shall be open. In the event of a partial conversion, the Company shall issue to Holder on the Conversion Date a new Note in the principal amount of unconverted principal. (d) No fractional shares of Common Stock shall be issued upon conversion of this Note, but an adjustment in check or cash will be made in respect of any fraction of a share which would otherwise be issuable upon conversion of the Note. (e) The Company will at all times reserve from its authorized but unissued shares a sufficient number of shares to provide for conversion of this Note. (f) The Holder represents, warrants, and covenants to the Company that he is enclosed hereto acquiring this Note and any shares of Common Stock issuable upon conversion of this Note as Schedule I-C an investment for his own account, and Schedule I-D respectivelynot for resale. The Holder further understands that the transferability of this Note and the shares of Common Stock that may be issued upon conversion of this Note is limited and that it is not anticipated that there will be any public market for this Note or for the shares of Common Stock that may be issued upon conversion of this Note, and that it may not be possible to sell or dispose of this Note or any shares of Common Stock that may be issued upon conversion of this Note. The Holder further acknowledges that neither this Note nor the shares of Common Stock issuable upon conversion of this Note have been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and that a legend will be placed on the certificates representing any shares of Common Stock that may be issued upon conversion of this Note in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE (THE "LAW"). SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER SAID SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND QUALIFICATION UNDER THE LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID SALE OR OFFER.

Conversion. Subject a. The Holder is entitled, at its option, at any time after the date hereof, to convert this Promissory Note, in whole or in part, in accordance with the following terms and conditions: (i) The Holder may exercise its right to convert the Promissory Note by telecopying an executed and completed notice of conversion (the "Notice of Conversion") to the terms Company (between the hours of 9:00 a.m. and conditions 5:30 p.m. Eastern Time) and delivering the original Notice of Conversion (in the form attached hereto as Exhibit A) and the original Promissory Note to the Company by express courier. Each business date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a "Conversion Date". The Company will transmit the certificates representing shares of Common Stock issuable upon conversion of the Promissory Note (together with the certificates representing the Promissory Note not so converted) to the Holder via express courier, by electronic transfer (if applicable) or otherwise within three business days after the Conversion Date if the address for delivery is within the New York City metropolitan area (or within four business days after the Conversion Date if the address for delivery is within the continental United States) provided the Company has received the original Notice of Conversion and Promissory Note being so converted no later than the date before the delivery date. The Notice of Conversion and Promissory Note representing the portion of the Promissory Note converted shall be delivered to the office of the Company as set forth in the Subscription Agreement. In the event that the Holder fails to deliver the original Notice of Conversion and Promissory Note to the Company no later that the date prior to the delivery date, then the Conversion Date shall be deemed to be the date of delivery of such documents. In addition to any other remedies which may be available to the Holder, in the event that the Company fails to effect delivery of such shares of Common Stock within such three or four business day period, as the case may be, the Holder will be entitled to revoke the Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of the Notice of Conversion. (ii) In the event that the Common Stock issuable upon conversion of this AgreementPromissory Note is not delivered, at within three (3) business days of receipt by the Closing Company or a valid Notice of Conversion and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, Promissory Note to be converted into to any address in the New York metropolitan area designated by the Holder (and or within four (4) business days to any other address in the continental United States designated by the Holder), the Company shall issue) pay to the Holder, in immediately available funds, upon demand, as liquidated damages for such number failure and not as a penalty, for each $100,000 principal amount of Series C Preferred Shares Promissory Note sought to be converted, $500 for each of the Company first ten (10) days and $1,000 per day thereafter that the shares of Common Stock are not delivered, which liquidated damages shall run from the fourth business day after the Conversion Date (or the fifth business day following the Conversion Date as the case may be) up until the time that either the Conversion Notice is revoked or the Common Stock is delivered, at which time such liquidated damages shall cease. Any and all payments required pursuant to this paragraph shall be payable only in cash immediately. Any and all payments required to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares made, and/or made pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released deemed to be a waiver of the Company's obligation to deliver the shares of Common Stock due upon conversion of this Promissory Note. (iii) The Holder may, at its sole option convert this Promissory Note into that number of shares of fully paid and nonassessable shares of Common Stock which is to be derived from all its ongoing obligations and liabilities under dividing the Convertible Promissory NotesConversion Amount by the Conversion Price. The number "Conversion Amount" shall mean the principal dollar amount of the Converted Shares Promissory Note being converted. The "Conversion Price" shall be determined by dividing the lessor of : (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 9575% of the purchase price per share average of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares five lowest closing bid prices of the Company will be issued to Evergreen. Notwithstanding Common Stock during the foregoing, 30 trading days ending on the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until trading day immediately preceding the Conversion Date, no interest or (ii) $.40 per share. The closing bid price shall be accrued under deemed to be the Convertible Promissory Notes. The capitalization table of reported last bid price regular way as reported by Bloomberg LP or if unavailable, on the Company immediately prior principal national securities exchange on which the Common Stock is listed or admitted to and after trading, or if the Closing Common Stock is enclosed hereto not listed or admitted to trading on any national securities exchange, the closing bid price as Schedule Ireported by NASDAQ or such other system then in use, or, if the Common Stock is not quoted by any such organization, the closing bid price in the over-C and Schedule Ithe-D respectivelycounter market as furnished by the principal national securities exchange on which the Common Stock is traded.

Conversion. Subject (a) By notice in writing to the terms and conditions of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing SharesBorrower, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31Lender may elect (either prior to the Repayment Date or after the Repayment Date, 2019 (if the “Conversion Price”) shall, upon election of Evergreen, be converted into (Loan and the Company shall issueNote have not been fully paid) to convert the Loan and the Note in whole or in part, as elected by the Lender (1) into either the shares described in Subparagraphs (i) or (ii) below; or (2) part into the shares described in Subparagraph (i) below and part into the shares described in Subparagraph (ii) below: (i) that number of shares of common stock or any other class of securities issued by the Borrower, having privileges or rights senior to the common stock, equal to the principal and interest accrued thereon under the Note that the Lender elects to convert divided by: a) if the Lender has elected to convert the Loan and the Note in whole, such conversion price per share that results in granting to the Lender such number of Series C Preferred Shares securities of the Company to be issued to Evergreen as set forth opposite Evergreen’s name Borrower representing 7.5%, on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance a fully diluted basis, of the Converted Shares pursuant total issued and outstanding stock of the Borrower immediately after the conversion; and b) if the Lender has elected to this Section 1.2 convert the Loan and the issuance of a deed of release by EvergreenNote in part, such conversion price per share that results in granting to the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The Lender such number of securities of the Converted Shares shall be determined by dividing (i) Borrower representing the Conversion Price by Partial Election Percentage; or (ii) the price per share that number of shares of common stock of the Converted Shares which Guarantor equal to the principal and interest accrued thereon under the Note that the Lender elected to convert divided by 1.5. (b) In the event that the Lender exercises its conversion right with respect to only a portion of the outstanding principal amount and/or accrued interest under the Loan and the Note, that portion of the principal amount not so converted shall continue to accrue interest and shall be repayable by the Borrower in accordance with the terms hereof and the Borrower shall issue a new promissory note to the Lender in substantially the form of the surrendered Note, in an aggregate principal amount equal to 95% the remaining unpaid principal balance of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelysurrendered Note.

Conversion. Subject (a) The Holder may elect, at any time on or prior to the terms and conditions Maturity Date, to convert all or any portion of this AgreementNote into Conversion Securities on the terms, at and subject to the Closing and concurrently conditions, set forth herein. In connection with the sale and purchase of the Series C Closing Sharesany such election to convert, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 Holder shall deliver notice to the Issuer (the a “Conversion PriceElection Notice”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing specifying (i) the portion of the Outstanding Principal Balance of this Note to be converted into Conversion Price by Securities, (ii) the price per share of the Converted Shares date on which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of is to be effected (which date may be contingent upon the Converted Shares shall be regarded as being completed upon Evergreen’s issuance occurrence of a conversion notice and a deed Change of release to the Control Event or Public Company Event, if applicable) (the “Conversion Date”), which Conversion Election Notice shall be delivered no later than two Business Days prior to the proposed Conversion Date. (b) Except as otherwise provided in Section 5, on the Conversion Date specified in the Conversion Election Notice, this Note (or applicable portion thereof) shall be converted into such number of Conversion Securities as is equal to (1) the Outstanding Principal Balance (or portion thereof specified in the Conversion Election Notice) as of the Conversion Date divided by (2) the Conversion Price. (c) In connection with any conversion of this Note, the Holder shall promptly surrender this Note to the Issuer (or, in the case of the loss, theft or destruction of this Note, provide an indemnification undertaking with respect to this Note that is reasonably satisfactory to the Issuer) no later than the second Business Day immediately preceding the Conversion Date; provided that failure to timely surrender this Note shall toll but not release the Issuer of its obligations hereunder or delay the Conversion Date of this Note. For Without limiting any of the avoidance foregoing, if the Holder fails to promptly surrender this Note to the Issuer (or in the case of doubtthe loss, from theft or destruction of this Note, provide an indemnification undertaking with respect to this Note that is reasonably satisfactory to the date of Closing Issuer) by the second (as defined below2nd) until Business Day immediately preceding the Conversion Date, the Issuer will still be deemed to have converted this Note on such Conversion Date and shall hold, for the benefit of the Holder, the Conversion Securities or any other securities issued in exchange for, or upon conversion of, such Conversion Securities until receipt of the surrendered Note (or indemnification undertaking, as applicable). (d) The Issuer shall register (or cause to be registered with the Company’s transfer agent, if applicable) the Conversion Securities in the name of the Holder no interest later than the second Business Day immediately following the Conversion Date. The Holder shall be accrued under treated for all purposes as the Convertible Promissory Notes. The capitalization table beneficial owner of such Conversion Securities as of the Company immediately prior to Conversion Date. From and after the Closing is enclosed hereto as Schedule I-C Conversion Date, this Note (or the portion hereof representing such Conversion Securities) shall be deemed to be satisfied by the Issuer and Schedule I-D respectivelyshall cease to be outstanding for any purpose whatsoever. (e) If the issuance of the Conversion Securities would result in the issuance of a fractional share of the Conversion Securities, such fractional share shall be forfeited. (f) The Issuer shall pay any transfer, stamp or similar Tax due on the issuance or delivery of the Conversion Securities upon conversion.

Conversion. Subject At any time after the Original Issuance Date, this Note shall be convertible (in whole or in part) at the option of the Holder into such number of fully paid and non-assessable Ordinary Shares as is determined by dividing (x) that portion of the outstanding Principal and any accrued and unpaid Interest thereon that the Holder elects to convert (the “Conversion Amount”) by (y) the Conversion Price then in effect on the date on which the Holder delivers to the Maker a notice of conversion in substantially the form attached hereto as Exhibit A (the “Conversion Notice”) in accordance with Section 5.1. The Company shall not issue any fraction of an Ordinary Share upon any conversion. If the issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent (as defined below)) that may be payable with respect to the issuance and delivery of Ordinary Shares upon conversion of any amount of this Note. The Holder shall deliver this Note to the Maker at the address designated in this Note at such time that this Note is fully converted. With respect to partial conversions of this Note, the Maker shall keep written records of the amount of this Note converted as of the date of such conversion (each, a “Conversion Date”). Notwithstanding anything to the contrary contained herein, the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this AgreementNote and any such conversion shall be null and void and treated as if never made, at to the Closing and concurrently extent that after giving effect to such issuance after conversion, the Holder (together with the sale and purchase Holder’s affiliates), would beneficially own in excess of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing Beneficial Ownership Limitation (as defined below) until the Conversion Date, no interest ). The “Beneficial Ownership Limitation” shall be accrued under the Convertible Promissory Notes. The capitalization table 4.99% of the Company immediately prior to and after number of Ordinary shares outstanding at the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelytime of the respective calculation hereunder.

Conversion. Subject (a) This Note, including accrued interest limited to the 12 month term, shall be convertible into shares of Single Touch Systems Inc. (symbol “SITO”) issuable by the Obligor ("Common Stock"), at a conversion price of Fifty Cents ($0.50) per share (the "Conversion Price") (the conversion price and number of Warrant Shares may be adjusted under the same terms and conditions and using the same methodology as provided in the issued Warrant, provided, however, that the Conversion Price as provided in this Section 4(a) of this Agreement, Convertible Promissory Note will be so adjusted and so recalculated in lieu of Purchase Price as provided in that Warrant) at the Closing and concurrently with the sale and purchase option of the Series C Closing SharesHolder in whole or in part at any time. The Holder shall effect conversions by surrendering to the Obligor the Note and by delivering to the Obligor a written conversion notice (the "Holder Conversion Notice"). Each Holder Conversion Notice shall specify the amount of principal to be converted and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Holder Conversion Notice to the Obligor (the "Conversion Date"). If the Holder is converting less than the entire principal amount of this Note, then the Obligor shall deliver to the Holder a new Note for such principal amount as has not been converted within five (5) business days of the Conversion Date. Each Holder Conversion Notice, once given, shall be irrevocable. (b) Not later than ten (10) business days after the Conversion Date, the entire CB Principal Obligor will deliver, or will cause to be delivered, to the Holder a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of all or a portion of the principal amount of this Note. (c) Certificates representing shares of Common Stock to be delivered upon a conversion hereunder may bear restrictive legends and may be subject to trading restrictions on the stock transfer books. The Obligor shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until the Note is delivered for conversion to the Obligor, or until the Holder notifies the Obligor that this Note has been lost, stolen or destroyed and provides a bond or other supporting documentation reasonably satisfactory to the Obligor (or other adequate security reasonably acceptable to the Obligor). (d) The Obligor covenants that it will at all times reserve and keep available Common Stock held by it sufficient to satisfy the terms of this Note. (e) Upon a conversion hereunder the Obligor shall not be required to deliver stock certificates representing fractions of shares of Common Stock. The Obligor may at its sole and absolute discretion round fractional shares to the nearest whole share as full, final and complete satisfaction of its obligations for any conversion hereunder. (f) The transfer of certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Obligor shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the original Holder. (g) Any and all accumulated but unpaid interest thereon as of January 31notices or other communications or deliveries to be provided by the Holder hereunder, 2019 (including, without limitation, any Conversion Notice, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares attention of the Company Obligor at the facsimile telephone number or address designated in writing by the Obligor or alternatively at the principal place of business of the Obligor. Any and all notices or other communications or deliveries to be issued provided by the Obligor hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following Holder at the issuance facsimile telephone number or address of the Converted Shares pursuant to this Section 1.2 and Holder designated in writing by the issuance Holder or alternatively at the principal place of a deed business of release by Evergreen, the Company Holder. Any notice or other communication or deliveries hereunder shall be released from all its ongoing obligations deemed given and liabilities under effective on the Convertible Promissory Notes. The number earliest of the Converted Shares shall be determined by dividing (i) the Conversion Price by date of transmission, if delivered via facsimile prior to 4:30 p.m. (Pacific Time) on a business day, (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from business day after the date of Closing transmission, if delivered via facsimile later than 4:30 p.m. (as defined belowPacific Time) until on any date and earlier than 11:59 p.m. (Pacific Time) on such date, (iii) one (1) business day following the Conversion Datedate of sending, no interest shall if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelygiven.

Conversion. Subject to 3.1 At any time after the terms Financing Date until this Note is no longer outstanding, this Note may be converted into Conversion Shares at any time and conditions of this Agreementfrom time-to-time, in whole or in part, at the Closing and concurrently with the sale and purchase option of the Series C Closing SharesHolder. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the amount of principal to be converted and the date on which such conversion is to be effected (a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 5 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is delivered to the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender the Note to the Company unless the entire CB Principal principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 10 business days of receipt of such notice. The Holder, by acceptance of this Note, acknowledges and all accumulated but agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid interest thereon and unconverted principal amount of this Note may be less than the amount stated on the face hereof. 3.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined). 3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of January 31, 2019 Conversion Shares being acquired upon the conversion of Note. 3.4 The conversion price (the “Conversion Price”) shall, upon election of Evergreen, in effect on any Conversion Date shall be converted into (and the Company shall issue) such number of Series C Preferred Shares mean XX% of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (average Closing Bid Prices for the “Converted Shares”). Immediately following ten Trading Days immediately preceding the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory NotesConversion Date. The number of the Converted Shares term "Closing Bid Price" shall be determined by dividing mean, on any particular date (i) the Conversion Price by (ii) the closing bid price per share of the Converted Shares Common Stock on such date on the OTC Bulletin Board, or another registered national stock exchange on which shall be equal the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (ii) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the closing bid price for a share of Common Stock in the over‑the‑counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to 95% its functions of reporting prices) at the close of business on such date, or (iii) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the purchase price per "Pink Sheet" quotes for the relevant conversion period, as determined in good faith by the Holder, or (iv) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice Holder and a deed of release reasonably acceptable to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyCompany.

Conversion. Subject (a) The holder of this Security is entitled at any time on or after March 21, 2002 and before the close of business on March 21, 2006 (or, in case the holder hereof has exercised his right to require the Company to repurchase this Security or a portion hereof pursuant to Section 3 hereof, then in respect of this Security or such portion hereof, as the case may be, until and including, but (unless the Company defaults in making the payment due upon repurchase) not after, the close of business on the Repurchase Date) to convert this Security (or any portion of the principal amount hereof that is an integral multiple of $1,000), into fully paid and nonassessable shares (calculated as to each conversion to the terms and conditions nearest 1/100 of this Agreement, at the Closing and concurrently with the sale and purchase a share) of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares Common Stock of the Company at the rate of 172.8311 shares of Common Stock for each $1,000 principal amount of Security (or at the then current adjusted rate if an adjustment has been made as provided below) (the "Conversion Rate") by surrender of this Security, duly endorsed or assigned to the Company or in blank to the Company at the Designated Office, accompanied by written notice to the Company that the holder hereof elects to convert this Security (or if less than the entire principal amount hereof is to be issued converted, specifying the portion hereof to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”be converted). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, unless the holder of this Security notifies the Company to the contrary, such holder shall be deemed for all purposes to have converted this Security, subject only to surrender of this Security against delivery of the Shares and cash issuable upon such conversion (which surrender may take place before or after the date of such deemed conversion, without affecting the availability thereof), immediately prior to the close of business on March 21, 2006, if the Closing Price of the Common Stock on the immediately preceding Trading Day exceeds 115% of the Conversion Price. Upon surrender of this Security for conversion, the holder will be entitled to receive the interest accruing on the principal amount of this Security then being converted and unpaid to such date of conversion. Subject to Section 2(b) below, no payment or adjustment is to be made on conversion for dividends on the Common Stock issued on conversion hereof. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest, the Company shall pay a cash adjustment, computed on the basis of the Closing Price of the Common Stock on the date of conversion, or, at its option, the Company shall round up to the next higher whole share. Notwithstanding any other provision of this Security, the Company shall, if the holder so elects, deliver the shares of Common Stock issuable upon conversion of this Security to any third party designated in writing by the holder. Notwithstanding the foregoing, no holder of this Security that is subject to the restrictions of Section 4 of the Bank Holding Company Act of 1956, as amended (the "BHCA") (a "BHCA Person") shall have the right to convert this Security if, after giving effect to such conversion, the BHCA Person and its affiliates and transferees would own or be deemed to own shares of Common Stock in excess of either the maximum number of shares of Common Stock which the BHCA Person is permitted to own under the BHCA and the regulations of the Board of Governors of the Federal Reserve System thereunder or such lower number as the relevant BHCA Person may have requested in writing to the Company. Any Security held by an assignee or transferee of a holder subject to the restriction on conversion in this paragraph shall continue to be subject to the same restriction on conversion unless such Security was assigned or transferred (i) to the public in an offering registered under the Securities Act, (ii) in a transaction pursuant to Rule 144 or 144A under the Securities Act in which no person acquires Securities convertible into more than 2% of the outstanding Common Stock, (iii) in a single transaction to a third party who acquires a majority of the Common Stock without regard to the conversion of any Security so transferred, or(iv) in any other manner permitted under the Converted Shares BHCA. The Company may rely on the representation of the relevant BHCA Person that a transfer has been made in a manner which permits conversion of such Security. The holder of this Security, by acceptance thereof, shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release deemed to have agreed to the foregoing restriction on transfers. (b) The Conversion Rate shall be subject to adjustments from time to time as follows: (1) In case the Company (shall pay or make a dividend or other distribution on any class of capital stock of the “Company payable in shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the Determination Date for such dividend or other distribution shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such Determination Date”). For the avoidance purposes of doubtthis paragraph (1), from the date number of Closing (as defined below) until shares of Common Stock at any time outstanding shall not include shares held in the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table treasury of the Company or issuable upon the exercise or conversion of outstanding options, warrants or other securities but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. (2) Subject to the last sentence of paragraph (7) of this Section 2(b), in case the Company shall issue rights, options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on the Determination Date for such distribution, the Conversion Rate in effect at the opening of business on the day following such Determination Date shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyopening of business on the day following such Determination Date. For the purposes of this paragraph (2), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company or issuable upon the exercise or conversion of outstanding options, warrants or other securities but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not issue any rights, options or warrants in respect of shares of Common Stock held in the treasury of the Company.

Conversion. Subject to (a) At the terms and conditions of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance option of a deed of release by EvergreenConverting Lender, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing on any Business Day (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoingsuch Business Day, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”) all or a portion of any Secured Loan held by such Converting Lender may be converted into Class A-1a Notes substantially in the form set forth in Exhibit A to the Indenture in accordance with Section 2.14 of the Indenture upon delivery to the Borrower, the Collateral Trustee, the Loan Agent, the Collateral Manager and the Rating Agency of a notice substantially in the form of Exhibit B hereto; provided that, if the Secured Loan to be converted has been assigned since the prior Payment Date (or, if no Payment Date has occurred since the incurrence of such Secured Loan, the Closing Date or other date of incurrence, as applicable) pursuant to the terms of this Agreement, then the Conversion Date shall only occur on a Payment Date (after the payment, in accordance with Section 3.4 hereof, of any interest accrued on the portion of the Secured Loan that has been so converted). For The Conversion Date shall be no earlier than the avoidance of doubt, from fifth Business Day following the date of Closing such notice is delivered (or such earlier date as defined belowmay be reasonably agreed to by the Converting Lender, the Loan Agent, the Collateral Manager and the Collateral Trustee) until and may not be between a Record Date and a Payment Date. On the Conversion Date, no interest the Aggregate Outstanding Amount of the Class A-1a Notes will be increased by the Aggregate Outstanding Amount of the Secured Loan so converted and the Secured Loan so converted shall cease to be Outstanding and shall be accrued deemed to have been repaid in full for all purposes under the Convertible Promissory Indenture and this Agreement. Each Lender hereby acknowledges and agrees to the terms of Section 2.14 of the Indenture and the applicable Exhibit A1 to the Indenture. Notwithstanding anything herein or in the Indenture to the contrary, the Initial Class A-1a-L1 Lender shall not be permitted to exercise a Conversion Option at any time. (b) Notwithstanding anything to contrary herein or in the Indenture, Class A-1a Notes may not be converted into Secured Loans at anytime. (c) The Borrower and the Converting Lender shall each provide reasonable assistance to the Collateral Trustee and the Loan Agent in connection with such conversion, including, but not limited to, providing instructions to DTC. (d) If the Conversion Date is on a day other than a Payment Date, interest accrued on the Secured Loan so converted since the prior Payment Date (or, if no Payment Date has occurred since the incurrence of such Secured Loan, the Closing Date or other date of incurrence, as applicable) will, as of the Conversion Date, be deemed instead to have accrued on the Class A-1a Notes at the Interest Rate applicable thereto for such time period and accrued interest on the applicable Secured Loan will no longer be due and owing hereunder. If the Conversion Date is on a Payment Date, interest accrued on the Secured Loan since the prior Payment Date (or, if no Payment Date has occurred since the incurrence of such Secured Loan, the Closing Date or other date of incurrence, as applicable) will be paid to the Lenders of the applicable Secured Loan on the related Conversion Date. Following the Conversion Date, the Class A-1a Notes will accrue interest at the Interest Rate applicable to the Class A-1a Notes, as set forth in the Indenture. (e) Each Lender (other than the Initial Class A-1a-L1 Lender) may elect, in its sole discretion, to exercise the Conversion Option concurrently with an assignment of all or a portion of its Secured Loan (an “Assignment/Conversion”) such that the effective date of such assignment occurs on the related Conversion Date and the assignee receives Class A-1a Notes in lieu of becoming a Lender hereunder by way of assignment. Any assignment made in connection with an Assignment/Conversion shall meet both the requirements for an assignment set forth in Section 8.4 and for conversion set forth in this Section 3.7. Any Lender electing to make an Assignment/Conversion shall deliver to the Collateral Trustee, the Loan Agent, the Collateral Manager and the Borrower at least five Business Days prior to the Conversion Date, (x) an executed Assignment and Assumption Agreement, (y) a completed notice substantially in the form of Exhibit B hereto, and (z) the assignment fee required to be paid pursuant to Section 8.4(c) hereof. The capitalization table assignee of such Secured Loan shall deliver to the Collateral Trustee, the Loan Agent, the Collateral Manager and the Borrower at least five Business Days prior to the Conversion Date a transferee representation letter substantially in the form of Exhibit B to the Indenture. Notwithstanding anything in this paragraph to the contrary, if an Assignment/Conversion occurs on the Closing Date, the required documents described in this paragraph shall be delivered on the Closing Date. (f) In the case of a conversion to (x) Class A-1a Notes, in the form of interests in a Global Note, the assignee of such Secured Loan will deliver a written order containing information regarding the Euroclear, Clearstream or DTC account to be credited with such increase and upon receipt of such order the Loan Agent shall cause such converted Secured Loans to be cancelled pursuant to this Agreement and shall record the conversion in the Loan Register in accordance with this Agreement and the Collateral Trustee shall approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of each applicable Person specified in such instructions a beneficial interest in the Class A-1a Note in each case, equal to the principal amount of the Company immediately prior Secured Loans converted and (y) in the case of a conversion to Class A-1a Notes in the form of a Certificated Note, the assignee of such Secured Loan will deliver a written order containing information regarding the conversation and upon receipt of such order the Loan Agent shall cause such converted Secured Loans to be cancelled pursuant to this Agreement and shall record the conversion in the Loan Register in accordance with this Agreement and the Borrower shall issue and the Collateral Trustee shall authenticate and deliver Class A-1a Notes in the form of a Certificated Note. (g) Notwithstanding anything in this Section 3.7 to the contrary, the Collateral Manager may, solely in connection with the prepayment of the Secured Loan from Refinancing Proceeds in accordance with Section 3.3(b) hereof and the applicable provisions of the Indenture, require the Lenders to exercise the Conversion Option with a Conversion Date selected by the Collateral Manager that occurs on or after the Closing is enclosed hereto as Schedule Idate of notice of prepayment delivered in accordance with the terms of the Indenture. Upon any such notice from the Collateral Manager, the Lenders (other than the Initial Class A-1a-C and Schedule I-D respectivelyL1 Lender) hereby agree to exercise the Conversion Option to be effective on the Conversion Date selected by the Collateral Manager.

Conversion. Subject (a) The Holder of this Note shall have the right to convert this Note, in whole or in part (to such extent as the Holder may specify in any notice of conversion), at any time and from time to time on or prior to the terms and conditions Close of Business on the Business Day immediately preceding the Maturity Date, following the receipt by the Holder of any requisite regulatory approvals. (b) If the Holder surrenders all or a portion of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing Note for conversion: (i) the Conversion Price Holder will receive a number of shares of the Company equal to (x) a number of shares that bears the same relation to the number of shares of the Company held by all Persons, including the Holder, taking into account such issuance of shares on conversion, as does the dollar amount of the Holder’s total debt and equity investment and loans to the Company to the dollar amount of all debt and equity investment and loans to the Company multiplied by (y) a fraction equal to the outstanding principal amount of this Note being converted divided by the original principal amount of this Note; and (ii) the price per share unpaid principal amount of this Note will be reduced so that such unpaid principal amount of this Note equals an amount equal to the sum of (x) an amount that bears the same relation to the total amount of debt of the Converted Shares which shall be equal Company (after giving effect to 95% the reduction in debt effected by the conversion of all or a portion of the purchase price per share principal amount of this Note) as the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional number of shares of the Company will be issued to Evergreenthe Holder pursuant to (i) above (in respect of such conversion and any prior conversions) bears to the total number of shares of the Company held by the Holder and all other Persons and (y) any portion of the unpaid principal amount of this Note that shall not have been converted. (c) For purposes of the above and the below, it is assumed that there are no shareholders or equityholders of the Company other than the Holder and Cancer. (d) At any time, at the written election of the Holder, the Holder shall be permitted to increase the number of shares of the Company which the Holder would acquire on full conversion of this Note up to a maximum of 25% of the outstanding shares of the Company. Notwithstanding To achieve the foregoing, the conversion Holder may elect to increase the outstanding principal amount of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table this Note or acquire shares of the Company immediately prior directly (or from Cancer), in each case with tandem payment to Cancer for the dilution. Such transaction shall be completed 30 calendar days following written notice from the Holder electing the foregoing and after specifying the Closing is enclosed hereto as Schedule I-C means by which the increase shall be achieved. In the event that Cancer elects to use the proceeds to acquire additional Scorpio North shares and Schedule I-D respectivelyforegoes its right to payment, the percentages shall be calculated giving effect to such acquisition of additional Scorpio North shares.

Conversion. Subject (a) The Holder is entitled, at its option, to the terms convert and conditions sell at any time and from time to time subject to restrictions set forth below, until payment in full of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing SharesDebenture, the entire CB Principal principal amount of this Debenture, plus accrued and any and all accumulated but unpaid interest thereon as hereunder, in whole or in part, into shares of January 31, 2019 Common Stock. The conversion price shall be $1.00 per share (the “Conversion Price”). (b) shallIn the event that this Debenture has not been paid in full or converted in full, upon election prior to the closing of Evergreena Subsequent Financing, be converted into then, at least ten (10) days prior to the closing of a Subsequent Financing, the Company shall deliver a notice to the Holder (a “Subsequent Financing Notice”). The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing and the Company shall issueattach thereto the subscription documents and other closing documents in connection with the Subsequent Financing. If the Holder desires to exchange all or a portion of the outstanding principal amount of this Debenture, together with the interest accrued and unpaid thereon, into the securities offered in the Subsequent Financing, then the Holder shall complete the subscription documents and other closing documents in connection with the Subsequent Financing and return them to the Maker, at least three business days prior to the closing of the Subsequent Financing. (c) such No fraction of shares or scrip representing fractions of shares will be issued on conversion, but the number of Series C Preferred Shares shares issuable shall be rounded to the nearest whole share. To convert this Debenture, on the Conversion Date, the Holder hereof shall deliver written notice thereof, substantially in the form of Exhibit A to this Debenture, with appropriate insertions (the “Conversion Notice”), to the Company to be issued to Evergreen at its address as set forth opposite Evergreen’s name on Schedule II attached hereto herein. (d) Subject to Section 1.1(e) of the Purchase Agreement (“Converted Underlying Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all reserve and keep available out of its ongoing obligations and liabilities under authorized but unissued shares of Common Stock, solely for the Convertible Promissory Notes. The purpose of effecting the conversion of this Debenture, such number of shares of Common Stock as shall from time to time be sufficient to effect such conversion, based upon the Converted Shares Conversion Price. (e) The issuance of a certificate or certificates for shares of Common Stock upon conversion of the Debenture shall be determined made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (f) The portion of this Debenture converted into Common Stock shall be canceled upon conversion. (g) Each Notice of Conversion shall be given by dividing facsimile to the Company no later than 4:00 p.m., Eastern time, on any Business Day. Any such notice shall be deemed given and effective upon the transmission of such facsimile at the facsimile telephone number specified in the Purchase Agreement (with printed confirmation of transmission). In the event that the Company receives the Notice of Conversion after 4:00 p.m., Eastern time, any such notice shall be deemed to have been given on the next Business Day. (h) When the Holder elects to convert a part of the Debenture, then the Company shall reissue a new Debenture in the same form as this Debenture to reflect the new principal amount. (i) If, at the time of issuance of shares of Common Stock upon conversion of this Debenture, no registration statement is in effect with respect to such shares under applicable provisions of the Securities Act, the Company may, at its election, require that (i) the Conversion Price by Holder provide written reconfirmation of the Holder’s investment intent to the Company, and (ii) the any stock certificate evidencing Common Stock shall bear legends reading substantially as follows: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.” (j) The conversion price per share of the Converted Shares which shall be equal subject to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entityadjustment as set forth below in this Section 4(j). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectively.

Conversion. Subject to (a) At any time on or after the terms and conditions date of issuance of this AgreementNote and upon ten day’s prior written notice, this Note shall be convertible (in whole or in part), at the Closing and concurrently with the sale and purchase option of the Series C Closing SharesHolder, into such number of fully paid and non-assessable shares of Common Stock, as is determined by dividing (i) that portion of the entire CB Principal outstanding principal balance under this Note and any and all accumulated accrued but unpaid interest thereon as of January 31, 2019 such date that the Holder elects to convert by (ii) $0.35 (the “Conversion Price”); provided, however, that the Conversion Price shall be subject to adjustment as described in Section 5(b) shall, upon election of Evergreen, be converted into (and below. The Holder shall deliver this Note to the Company shall issue) such number of Series C Preferred Shares principal address of the Company Borrower at such time that this Note is fully converted. With respect to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (partial conversions of this Note, the “Converted Shares”). Immediately following the issuance Borrower shall keep written records of the Converted Shares pursuant to amount of this Section 1.2 and the issuance of a deed of release by Evergreen, the Company Note converted. (b) The Conversion Price shall be released subject to adjustment from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing time to time as follows: (i) If the Borrower shall at any time or from time to time after the date of issuance of this Note, effect a stock split of the outstanding Common Stock, the Conversion Price by in effect immediately prior to the stock split shall be proportionately decreased. If the Borrower shall at any time or from time to time after the date of issuance of this Note, combine the outstanding shares of Common Stock, the Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 5(b)(i) shall be effective at the close of business on the date the stock split or combination occurs. (ii) If the price per share Borrower shall at any time or from time to time after the date of issuance of this Note, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the Conversion Price in effect immediately prior to such event shall be decreased as of the Converted Shares time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying, the Conversion Price then in effect by a fraction: (1) the numerator of which shall be equal the total number of shares of Common Stock issued and outstanding immediately prior to 95% the time of such issuance or the purchase price per share close of business on such record date; and (2) the Series C Closing Shares purchased denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. (iii) If the Common Stock issuable upon voluntary conversion of this Note at any time or from time to time after the date of issuance of this Note shall be changed to the same or different number of shares of any class or classes of stock, whether by other Investors reclassification, exchange, substitution or otherwise (other than Holding Entityby way of a stock split or combination of shares or stock dividends provided for in Sections 6(b)(i) and (ii). No fractional , then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to voluntarily convert this Note into the kind and amount of shares of the Company will be issued to Evergreen. Notwithstanding the foregoingstock and other securities receivable upon reclassification, the conversion exchange, substitution or other change, by holders of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance number of a conversion notice and a deed shares of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company Common Stock into which this Note might have been voluntarily converted immediately prior to and after the Closing is enclosed hereto such reclassification, exchange, substitution or other change, all subject to further adjustment as Schedule I-C and Schedule I-D respectivelyprovided herein.

Conversion. (A) Subject to the terms Section 4(C) and conditions Section 4(D), a holder of this Agreementshares of Series A-1 Preferred Stock may, at any time after the Closing date of issuance of such shares and concurrently with on or prior to the sale and purchase fifth calendar day prior to such date, if any, as may have been fixed for the redemption thereof in any permitted call for redemption pursuant to Section 11 below, by delivering to the Corporation written notice ("Conversion Notice"), convert one or more shares of Series A-1 Preferred Stock into the number of shares of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 Corporation's common stock (the “Conversion Price”"Common Stock") shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company equal to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price $250.00 divided by (ii) the price per Conversion Price (as defined in Section 4(E)). The Conversion Notice shall specify the number of shares of Series A-1 Preferred Stock to be converted, the applicable Conversion Price, the number of shares of Common Stock issuable on conversion (which shall not be less than 8,000 shares of Series A-1 Preferred Stock, except if all shares of Series A-1 Preferred Stock then outstanding are being converted to Common Stock). From and after the date on which the Corporation received a Conversion Notice from a holder of a share of Series A-1 Preferred Stock (or if such date is not a business day in the Converted Shares which State of California, the next succeeding business day) (the "Conversion Date"), such share shall cease to be outstanding and the converting holder shall be deemed the owner of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock was converted; provided, however, that in the event of a notice of redemption of any shares of Series A-1 Preferred Stock pursuant to Section 11 hereof, the right of the holder to convert the Series A-1 Preferred Stock shall terminate as to the number of shares designated for redemption at the close of business on the fifth calendar day preceding the redemption date, unless default is made in payment of the redemption price, in which event such right of the holder to convert any rights of the holder under Sections 2 and 3 hereof shall continue until such payment. The Corporation shall deliver to such holder an uncertificated security evidencing such shares of Common Stock through book-entry transfer within three business days following the Conversion Date or, at the written request of the holder as specified in the Conversion Notice, a physical stock certificate evidencing such shares within ten business days following the Conversion Date (such date of delivery referred to as the "Issue Date"). For purposes of the preceding sentence, the first business day following the Conversion Date shall count as the first business day for delivery of evidence of such shares of Common Stock. The Conversion Notice may be delivered via facsimile transmission to Informix Corporation, attention: Chief Financial Officer, telecopy no. (▇▇▇) ▇▇▇-▇▇▇▇. On the Issue Date, the Corporation shall issue and cause to be delivered (against delivery of the certificate representing the Series A-1 Preferred Stock (the "Preferred Certificate")) to the registered holder thereof at such address as such holder shall specify in the Conversion Notice a certificate or certificates (including uncertificated securities) for the number of full shares of Common Stock issuable upon the conversion, registered in such holder's name, together with cash (if any) as provided in Section 6. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of such Conversion Date. If on such Issue Date the number of shares of Series A-1 Preferred Stock to be delivered shall be less than the total number of shares represented by the Preferred Certificate, there shall be issued to the holder thereof or his assignee on such Issue Date a new Preferred Certificate evidencing the remaining Series A-1 Preferred Stock. (B) Subject to Section 4(C) and Section 4(D), each share of Series A-1 Preferred Stock shall automatically convert into Common Stock in accordance with the terms hereof but without the delivery of a Conversion Notice on the date that is 547 days excluding and following the date of issuance of such share (or if such date is not a business day in the State of California, the next succeeding business day) (the "Automatic Conversion Date"); provided, however, that the Automatic Conversion Date shall be extended as provided in the following circumstances: (I) if a Default Event identified in clauses (i) or (ii) of Section 2(C) above shall have occurred and continues at the time that such share of Series A-1 Preferred Stock would otherwise automatically convert into Common Stock, then no such automatic conversion shall occur and the Automatic Conversion Date shall be delayed for a period equal to 95365 calendar days following and excluding the date on which the Default Event shall have been resolved pursuant to Section 2(C) hereof; (II) if a Default Event identifed in clause (iii) of Section 2(C) above shall have occurred and continues at the time that such share of Series A-1 Preferred Stock (or Similar Stock) would otherwise automatically convert into Common Stock, then no such automatic conversion shall occur and the Automatic Conversion Date shall be delayed for a period equal to the number of days required for the resolution of such Default Event; (III) if a Registration Request is made within 360 calendar days of the Automatic Conversion Date for such share of Series A-1 Preferred Stock , then such date shall be extended (even if no Default Event identified in clause (i) of Section 2(C) shall have occurred) as necessary to ensure that the Automatic Conversion Date is not less than 180 days from the effective date of the requested Registration Statement; and (IV) if a Required Consent has not been obtained within 180 calendar days of the Automatic Conversion Date for such share of Series A-1 Preferred Stock, then such date shall be extended (even if no Default Event identified in clause (ii) of Section 2(C) shall have occurred) as necessary to ensure that the Automatic Conversion Date is not less than 90 days from the date that the Required Consent is obtained. From and after the Automatic Conversion Date, such shares of Series A-1 Preferred Stock shall cease to be outstanding and the converting holder shall be deemed the owner of the number of shares of Common Stock into which such shares of Series A-1 Preferred Stock were converted. The Corporation shall deliver to such holder a stock certificate evidencing such shares of Common Stock within ten business days following the Automatic Conversion Date. For the purpose of determining the applicable Conversion Price under Section 4(E), the Automatic Conversion Date shall be deemed the Conversion Date. (C) If, either at the time that the Corporation received a Conversion Notice or on the Automatic Conversion Date, the aggregate number of shares of Common Stock issuable pursuant to such Conversion Notice and all other Conversion Notices received at that time (the "Subject Conversion Notices"), when added to the aggregate number of shares of Common Stock (a) previously issued pursuant to the conversion of shares of Series A-1 Preferred Stock and (b) issuable upon conversion of all remaining outstanding shares of Series A-1 Preferred Stock (determining such number as if such Series A-1 Preferred Stock were converted as of the Conversion Date relating to such Conversion Notice), including Series A-1 Preferred Stock issuable (i) upon exercise by the Corporation of its right to require ▇▇▇▇▇▇▇▇ International Limited to purchase additional shares of Series A-1 Preferred and (ii) upon exercise by ▇▇▇▇▇▇▇▇ of its right to require the Company to issue and sell to ▇▇▇▇▇▇▇▇ additional shares of Series A-1 Preferred, in each case in accordance with the terms of the Subscription Agreement, would exceed the number of shares equal to 19.9% of the purchase price per share total number of shares of Common Stock outstanding (adjusted to reflect any split, subdivision, combination, or consolidation of the Series C Closing Shares purchased Common Stock, whether by other Investors (other than Holding Entity). No fractional reclassification, distribution of a dividend with respect to the outstanding Common Stock payable in shares of Common Stock, or otherwise, or any recapitalization of the Company Common Stock) on August 12, 1997 (the "19.9% Limit") and such circumstance would require the approval of the holders of the Common Stock pursuant to the listing requirements or rules of the Nasdaq National Market (or such stock exchange or other interdealer quotation system on which the Common Stock is then listed or quoted), then the number of shares of Series A-1 Preferred Stock identified in the Subject Conversion Notices that, if converted into shares of Common Stock, would equal or exceed the 19.9% Limit (the "Excess Preferred Shares"), shall not be converted unless and until the stockholder approval referred to in Section 5 (the "Required Consent") is obtained or is no longer required. The Excess Preferred Shares will be issued to Evergreenallocated among the holders delivering Subject Conversion Notices on a PRO RATA basis based on the relative number of shares of Series A-1 Preferred Stock identified in each such Subject Conversion Notice. Notwithstanding Any Excess Preferred Shares shall not be converted into shares of Common Stock until the foregoing, the conversion later of the Converted date on which the Required Consent is obtained and the Corporation received a subsequent Conversion Notice with respect thereto. (D) Shares of Series A-1 Preferred Stock shall be regarded as being completed convertible only into the Maximum Number of shares of Common Stock. The "Maximum Number" is equal to the sum of 13,674,500 plus the Convertible Number. The "Convertible Number" is initially zero and thereafter may be increased upon Evergreen’s issuance expiration of a conversion 65 day period (the "Notice Period") after the holder delivers a notice and a deed of release (a"65 Day Notice") to the Company (the “Conversion Date”). For the avoidance Issuer designating an aggregate number of doubt, from the date shares of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table Common Stock in excess of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectively13,674,500 which will become convertible.

Conversion. Subject to the terms and conditions of this AgreementThe Holder may, in its sole discretion, at any time and from time to time on or after the Closing date hereof, and concurrently with in each case when any principal and/or accrued interest remains unpaid on this Note, convert the sale unpaid principal amount of and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated accrued but unpaid interest thereon as (through the date of January 31such conversion) on this Note in whole or in part into fully paid and nonassessable ordinary shares, 2019 par value NIS 0.001 of the Company (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Ordinary Shares”). Immediately following the issuance of the Converted Shares pursuant Subject to this Section 1.2 and the issuance of a deed of release by Evergreen8 below, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Ordinary Shares into which this Note may be converted shall be determined by dividing the unpaid principal amount of and accrued but unpaid interest on this Note to be converted by the Conversion Price (as determined from time to time as set forth below). For purposes hereof, “Conversion Price” shall mean $1.50, subject to adjustment in accordance with the provisions of Section 8 below. In addition, (a) if the Holder makes a demand for payment hereunder pursuant to Section 3 above or (b) if this Note becomes due on the Outside Maturity Date (because the Holder has not made an earlier demand for payment of the entire amount due under this Note and this Note has not been converted into Ordinary Shares prior to the Outside Maturity Date), the Company shall have the right, exercisable (i) within three (3) Business Days following the Conversion Price receipt by the Company of the Demand Notice or (ii) no later than three (3) Business Days prior to the price per share Outside Maturity Date, as applicable, in lieu of making such payment, to convert the entire principal amount and any accrued and unpaid interest under this Note (or, if less, the amount specified in the Demand Notice) into Ordinary Shares, at the Conversion Price; provided, however, that the Company shall not have the right to convert this Note into Ordinary Shares as provided herein in the event of an Insolvency of the Converted Shares which Company. For purposes hereof “Insolvency” shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of mean if the Company will be issued generally fails to Evergreen. Notwithstanding pay debts as they become due, or admits in writing its inability to pay debts as they become due; applies for, or consents to, the appointment of a trustee, receiver, sequestrator, or other custodian for it, or any of its property, or makes a general assignment for the benefit of creditors; consents or acquiesces, permits or suffers to exist the involuntary appointment of a trustee, receiver, sequestrator, or other custodian for it, or for a substantial part of its property; permits or suffers to exist (unless dismissed within thirty (30) calendar days) the involuntary commencement of, or voluntarily commences any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency laws, or permits or suffers to exist the involuntary commencement of, or voluntarily commences any dissolution, winding up or liquidation proceeding; or takes any action authorizing, or in furtherance of, the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectively.

Conversion. Subject to and upon compliance with the terms and conditions provisions of this Agreementthe Indenture, each holder of Securities shall have the right, at his or her option, at any time on or before the Closing and concurrently with close of business on the sale and purchase last trading day prior to the Maturity Date (subject to the next paragraph), to convert the principal amount of the Series C Closing Sharesany Security held by such holder, the entire CB Principal and or any and all accumulated but unpaid interest thereon as portion of January 31such principal amount which is $1,000 or an integral multiple thereof, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such that number of Series C Preferred Shares fully paid and non-assessable shares of the Company to Common Stock (as such shares shall then be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release constituted) obtained by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing multiplying (i) the Conversion Price principal amount of the Securities or portion thereof to be converted by (ii) a conversion rate of 64.6998 shares per $1,000 principal amount of Securities (as adjusted from time to time as provided in the Indenture, the "Conversion Rate"). The initial Conversion Rate is equivalent to a conversion price of $15.456 per share of (the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity"Conversion Price"). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoingforegoing paragraph, the holders' right to conversion will terminate: (a) with respect to any Security or portion thereof which is called for redemption prior to the last trading day prior to the Maturity Date, on the close of business on the last trading day preceding the Redemption Date (unless the Company defaults in payment of the Converted Shares shall be regarded as being redemption price in which case the conversion right will terminate at the close of business on the date such default is cured) and (b) with respect to any Security or portion thereof subject to a duly completed upon Evergreen’s issuance election for repurchase, on the close of a conversion notice and a deed of release to business on the Company (the “Conversion Date”). For the avoidance of doubt, from 30th day after the date of the Fundamental Change Notice (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase in accordance with Section 3.14 of the Indenture). To convert a Security, a holder must surrender this Security to the Conversion Agent, accompanied by a completed and manually signed conversion notice a form of which is on the back of this Security (and if the shares of Common Stock to be issued on conversion are to be issued in any name other than that of the registered holder of this Security, furnish appropriate endorsements and transfer documents, in form satisfactory to the Company, duly executed by the registered holder or its duly authorized attorney and pay all transfer and similar taxes) and, in case such surrender shall be made during the period from the close of business on the Regular Record Date immediately preceding any Interest Payment Date through the close of business on the last trading day immediately preceding such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a date in such period), also accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest and Additional Amounts, if any, otherwise payable on such Interest Payment Date on the principal amount of the Security then being converted. Subject to the aforesaid requirement for a payment in the event of conversion after the close of business on a Regular Record Date immediately preceding an Interest Payment Date, no adjustment shall be made on conversion for any interest or Additional Amounts accrued hereon or for any dividends on Common Stock delivered on conversion. In lieu of delivery of Common Stock otherwise deliverable upon notice of conversion of any Securities, the Company may elect to pay holders surrendering Securities an amount in cash (for each share of Common Stock otherwise so deliverable) equal to the average of the Closing Sale Prices of Common Stock for the five consecutive trading days immediately following either (a) the date of notice of election to deliver cash as defined belowdescribed below if the Company has not given notice of redemption, or (b) until the Conversion Date, no interest shall be accrued under in the Convertible Promissory Notescase of conversion following the notice of redemption specifying that the Company intends to deliver cash upon conversion. The capitalization table Company will inform the holders through the Trustee no later than two business days following the conversion date of its election to deliver shares of Common Stock or to pay cash in lieu of delivery of Common Stock, unless the Company has already informed holders of its election in connection with its optional redemption of the Securities pursuant to Section 3.01 of the Indenture. If the Company elects to deliver such payment in Common Stock, the Common Stock will be delivered through the Conversion Agent no later than the fifth business day following the Conversion Date. If the Company elects to pay such payment in cash, the payment will be made to holders surrendering Securities no later than the tenth business day following the Conversion Date. If an Event of Default (other than a default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). The Conversion Rate (and, simultaneously, the Conversion Price) will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock of the Company; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days of the record date for such distribution at less than the Closing Sale Price of the Common Stock at the Time of Determination; and distributions to such holders of Common Stock of assets or debt securities of the Company immediately prior or certain rights to and after purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if holders of Securities may participate in the transaction or in certain other cases. The Company from time to time may (to the extent permitted by applicable law) voluntarily increase the Conversion Rate (and, simultaneously, reduce the Conversion Price by any amount for any period of at least 20 days, in which case the Company shall give at least 15 days' notice of such decrease, if the Board of Directors has made a determination that such decrease would be in the Company's best interests, which determination shall be conclusive. The Company will not issue a fractional share of Common Stock upon conversion of a Security. A holder of a Security otherwise entitled to a fractional share will receive cash equal to the applicable portion of the Closing Sale Price of Common Stock on the trading day immediately preceding the Conversion Date. No adjustment in the Conversion Rate (or Conversion Price) need be made unless the adjustment would require an increase or decrease of at least 1% in the Conversion Rate (or Conversion Price). Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment and all adjustments that are made and carried forward shall be taken in the aggregate in order to determine if the 1% threshold is enclosed hereto as Schedule I-C and Schedule I-D respectivelymet.

Conversion. Subject All or any portion of the principal amount then owing under this Note may be converted at the option of Payee into shares of Common Stock by providing a conversion notice to COPsync at the terms and conditions address stated below. The number of shares of Common Stock issuable upon conversion of this Agreement, at Note shall be the Closing and concurrently with number derived by dividing the sale and purchase amount of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as principal under this Note proposed to be converted into shares of January 31, 2019 Common Stock by $0.22 (TWENTY-TWO CENTS) (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance The shares of the Converted Shares Common Stock issuable to Payee pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company Paragraph 3 shall be released from all referred to as the "Shares." No fractional share shall be issued upon such conversion. In lieu of any such fractional share that would otherwise be issuable upon such conversion, COPsync shall pay to Payee a cash adjustment in respect thereof in an amount equal to the same price attributable to the fractional share. Accrued interest shall also be paid in cash. COPsync shall promptly issue to Payee the Shares to which ▇▇▇▇▇ is entitled as a result of the conversion. The Shares issuable upon conversion of this Note may be publicly sold by non-affiliates as long as more than six months has elapsed since the issue date of the Note and COPsync is current in its ongoing obligations and liabilities reporting requirements under the Convertible Promissory Notes1934 Act. The number Upon the conversion or payment of the Converted entire amount of principal and interest owing under this Note, ▇▇▇▇▇ shall surrender this Note to COPsync marked "PAID IN FULL." The Conversion Price shall be equitably adjusted in the event the Shares shall be determined by dividing subdivided (ivia a stock split, stock dividend or otherwise) or in the Conversion Price by (ii) event the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of combined (via a conversion notice and a deed of release to the Company (the “Conversion Date”reverse stock split, reclassification or otherwise). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectively.

Conversion. Subject to and upon compliance with the terms and conditions provisions of this Agreementsection captioned "Conversion of Note", at the Closing option of the Holder, at any time after the listing on the NYSE of the shares issuable upon conversion has been effected and concurrently prior to the close of business on the Maturity Date, the unpaid principal balance of the Note may be converted in whole, or from time to time in part, into EA Shares, at a conversion price per EA Share equal to two dollars and fifty cents ($2.50) ("EA Conversion Price"). Subject to and upon compliance with the sale and purchase provisions of this section captioned "Conversion of Note", at the option of the Series C Closing SharesHolder, at any time after closing of an initial public offering of the Common Stock of Tanon and prior to the close of business on the Maturity Date, the entire CB Principal and any and all accumulated but unpaid interest thereon as principal balance of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, Note may be converted in whole, or from time to time in part, into (and Tanon Shares at a conversion price per Tanon Share equal to the Company shall issue) such number quotient of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price twenty five million dollars ($25 million), divided by (ii) the price per share number of shares of Common Stock of Tanon that were issued and outstanding at the close of business on the day immediately prior to the effective date of the Converted Shares which registration statement covering the shares of Common Stock of Tanon offered in such initial public offering, without giving effect to the number of shares of Common Stock of Tanon being offered in such initial public offering. The terms EA Share Price and Tanon Share Price are sometimes collectively referred to herein as the "Conversion Price." The conversion as set forth herein shall be equal subject to 95% such adjustment or adjustments, if any, of such Conversion Price and of the purchase price per share securities or other property issuable upon such conversion as set forth below, upon delivery of the Series C Closing Note to the offices of the Company, together with the form of conversion notice attached thereto (the "Conversion Notice"), duly executed by the Holder thereof. The Conversion Notice shall state the principal amount thereof to be so converted, the Shares purchased into which such amount is being converted and shall include or be accompanied by other Investors (other than Holding Entity)representations as to the Holder's investment intent substantially similar to those contained in this Note. Shares issuable upon conversion of the Note shall be issued in the name of the Holder and shall be transferable only in accordance with all of the terms and restrictions contained herein and in the Subscription Agreement of even date hereof to which the original Holder hereof is a party. Upon such conversion, Company shall pay, in cash, all accrued and unpaid interest through the conversion date on the Note or such part thereof delivered for conversion. No fractional shares Shares shall be issued or delivered upon conversion of the Company will Note. In case the Note shall be issued to Evergreen. Notwithstanding the foregoing, surrendered for the conversion of only a portion of the Converted principal amount thereof, the Company shall, at the time of issuing the Shares shall be regarded as being completed issuable upon Evergreen’s issuance the conversion of a conversion notice such portion, execute and a deed of release deliver to the Company (Holder of the “Conversion Date”). For Note so surrendered a new note equal in principal amount to the avoidance unconverted portion of doubtthe surrendered Note, from dated the most recent date of Closing (as defined below) until the Conversion Date, no to which interest shall be accrued under have been paid on the Convertible Promissory Notessurrendered Note. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyNOTWITHSTANDING THE FOREGOING, THE CONVERSION OF THE NOTE INTO EITHER EA SHARES OR TANON SHARES IS EXPRESSLY CONDITIONED IN EACH CASE UPON (i) SUFFICIENT AUTHORIZED, UNISSUED AND UNRESERVED COMMON STOCK OF THE ISSUER OF SUCH SHARES TO PERMIT SUCH CONVERSION, (ii) OFFICIAL NOTICE OF THE LISTING (THE "LISTING") OF SUCH SHARES ON THE NEW YORK STOCK EXCHANGE OR THE NASDAQ NATIONAL MARKET SYSTEM, IF APPLICABLE, PRIOR TO SUCH CONVERSION, AND (iii) COMPLIANCE WITH ALL FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS. IN THE EVENT (i) THERE IS INSUFFICIENT AUTHORIZED, UNISSUED AND UNRESERVED COMMON STOCK OF THE ISSUER OF THE SHARES TO BE ACQUIRED UPON CONVERSION, (ii) SUCH LISTING OF THE SHARES TO BE ACQUIRED UPON CONVERSION DOES NOT OCCUR PRIOR THERETO, OR (iii) THE ISSUER OF THE SHARES TO BE ACQUIRED UPON CONVERSION IS UNABLE TO COMPLY WITH ALL FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS IN ISSUING SUCH SHARES, THIS NOTE SHALL NOT BE CONVERTIBLE INTO SUCH SHARES AS AFORESAID.

Conversion. (A) Conversion Period and Conversion Rate (i) Subject to and upon compliance with the terms and conditions provisions of this AgreementCondition 4, the Holder shall have the right, at the Closing Holder’s option, to convert all or any portion (but in the minimum amount of KRW1,000,000 or integral multiples thereof) of this Bond for Common Shares at an initial conversion rate of 1,000,000/4,656 Common Shares (subject to adjustment as provided in this Condition, the “Conversion Rate”) per KRW1,000,000 principal amount of Bonds. Notwithstanding the foregoing or anything to the contrary herein, no Holder shall be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and concurrently the rules and regulations promulgated thereunder) of more than 19.99% of the shares of Common Stock outstanding at the date of issuance of the Bond (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Bonds shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than the Limitation. If any delivery of shares of Common Stock owed to a Holder upon conversion of Bonds is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 19.99% of the shares of Common Stock outstanding at such time the date of issuance of the Bond. (ii) Subject to and upon compliance with the sale and purchase provisions of this Condition, the Conversion Right may be exercised, at the option of the Series C Closing SharesHolder, at any time on or after the entire CB Principal and any and all accumulated first anniversary of the Issue Date but unpaid interest thereon as of January 31, 2019 no later than the date one month prior to the Maturity Date (the “Conversion PricePeriod”). (iii) shallIf more than one Bond shall be deposited for conversion at any one time by the same Holder, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company Conversion Securities to be issued to Evergreen as set forth opposite Evergreen’s name upon conversion thereof will be calculated on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance basis of the Converted Shares pursuant aggregate principal amount of the Bonds so deposited. Fractions of Conversion Securities will not be issued on conversion (fractions of Conversion Securities being rounded down to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The nearest whole number of the Converted Shares shall be determined by dividing (iConversion Securities) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company and no cash adjustments will be issued to Evergreenmade in respect thereof. Notwithstanding If the foregoing, Holder wants the conversion of only part of its Bonds, the Converted Shares shall be regarded as being completed upon Evergreen’s issuance Holder must, at the time of a conversion notice and a deed of release to depositing the Company (relevant Bonds, request the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table remaining unconverted part of the Company immediately prior Bonds to be exchanged into Bonds of relevant smaller denominations, and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelysuch exchange must comply with Condition 2 hereof.

Conversion. Subject to 3.1 At any time after the terms and conditions of Issue Date until this AgreementDebenture is no longer outstanding, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, this Debenture shall be converted into Underlying Units either (and A) automatically, without notice or election, immediately prior to the Company shall issue) such number of Series C Preferred Shares effective time of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance closing of the Converted Shares pursuant transactions contemplated in the Share Exchange Agreement or (B) at the option of the Holder, in whole or in part at any time and from time to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notestime. The number of the Converted Shares Holder shall be determined effect conversions by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount to be converted and the date on which such conversion is to be effected (a “Conversion Date”). For If no Conversion Date is specified in a Notice of Conversion, the avoidance Conversion Date shall be the date that such Notice of doubtConversion is provided hereunder. To effect conversions hereunder, from the Holder shall not be required to physically surrender the Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of Closing such conversions. The Company shall deliver any objection to any Notice of Conversion within three business days of receipt of such notice. The Holder, by acceptance of this Debenture, acknowledges and agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof. 3.2 The number of Underlying Units issuable upon a conversion shall be determined by the quotient obtained by dividing (as defined belowx) until the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price. 3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder (i) a certificate or certificates representing the Common Shares and the Warrants comprising the Underlying Units which shall be free of restrictive legends and trading restrictions (other than those required by the Subscription Agreement) representing the number of shares of Common Stock being acquired upon the conversion of Debentures, and (ii) a check in the amount of accrued and unpaid interest. 3.4 If the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 3.3 by the fifth Trading Day after the Conversion Date, no interest the Company shall be accrued under pay to the Convertible Promissory NotesHolder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $5 per Trading Day for each Trading Day after such third Trading Day until such certificates are delivered. The capitalization table Company’s obligations to issue and deliver the Underlying Units upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Units; provided, however, such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the Company’s failure to deliver Underlying Units within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holders from seeking to enforce damages pursuant to any other Section hereof or under applicable law. 3.5 The conversion price in effect on any Conversion Date shall be equal to $0.84 (subject to adjustment herein). 3.6 If the Company, at any time while this Debenture is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions in shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (excluding, however, any share dividend to be declared by the Company as contemplated in the Share Exchange Agreement, for which there shall be no adjustment), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately prior to and after the Closing is enclosed hereto record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. 3.7 The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of the Debentures, each as Schedule I-C herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder, not less than such number of shares of the Common Stock as shall (subject to any additional requirements of the Company as to reservation of such shares set forth in the Subscription Agreement) be issuable upon the conversion of the outstanding principal amount of the Debentures and Schedule I-D respectivelythe exercise of any Warrants issued upon a Conversion. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable. 3.8 Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of shares of the Common Stock, and the Holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.

Conversion. Subject (a) The Lender may, at Lender’s option, at any time, and from time to the terms and conditions time, prior to payment in full of this AgreementNote, at convert the Closing and concurrently with the sale and purchase outstanding unpaid balance of the Series C Closing Shares, the entire CB Principal this Note and any and all accumulated interest accrued pursuant to Section 3 above but unpaid interest thereon as of January 31, 2019 (the “Conversion PriceAmount”) shall), upon election of Evergreenin whole or in part (but only into full shares), be converted into (fully paid and the Company shall issue) such number of Series C Preferred Shares non-assessable shares of the Company to be issued to Evergreen as set forth opposite Evergreencommon stock, $.005 par value of Borrower’s name on Schedule II attached hereto common shares (the “Converted Common Shares”), at a price of $0.1585 per Common Share, subject to adjustment pursuant to Section 5(b) hereof (the “Conversion Rate”). Immediately following In order to exercise this conversion right, the issuance Lender must send written notice of the Converted conversion to Borrower at least two (2) days prior to the specified conversion date (a “Conversion Notice”). On the conversion date (or as soon thereafter as is reasonably practicable), Borrower shall issue to Lender a share certificate for the Common Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company acquired upon conversion. (b) The Conversion Rate shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing subject to adjustment: (i) if Borrower at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Common Shares into a greater number of shares, in which case the Conversion Price by Rate in effect immediately prior to the subdivision will be proportionately reduced; (ii) if Borrower at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding Common Shares into a smaller number of shares, in which case the Conversion Rate in effect immediately prior to that combination will be proportionately increased; or (iii) upon the issuance by Borrower of Common Shares, or of rights, options, warrants, or other securities convertible into Common Shares, at a price per share that is less than the Conversion Rate, in which case the Conversion Rate shall be adjusted so that it is equal to such per share price. (d) Borrower shall at all times reserve and keep available and free of preemptive rights out of its authorized but unissued Common Shares, solely for the purpose of issuance upon conversion of the Converted Note, that number of Common Shares which as shall from time to time be equal sufficient to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, effect the conversion of the Converted Note, and if at any time the number of authorized but unissued Common Shares shall not be regarded as being completed upon Evergreen’s issuance sufficient to effect the conversion of the Note, Borrower shall take the corporate action necessary to increase the number of its authorized Common Shares to a conversion notice and a deed of release number sufficient for this purpose. (e) Notwithstanding anything in this Note to the Company contrary, the rights granted to Lender by this Section 5 (the “Conversion DateRights”). For the avoidance of doubt, from the date of Closing (as defined below) shall not become effective unless and until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table registered owners of 100% of the Company immediately prior Class B Convertible Preferred Stock of the Borrower (the “Preferred Holders”) have delivered written notice to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyBorrower of the waiver of the Preferred Holders of the rights granted to the Preferred Holders pursuant to Section 5 of the PharmaKinetics Laboratories, Inc. Articles Supplementary dated April 17, 2000 in connection with the Conversion Rights.

Conversion. The holder of this Note shall have the following ---------- conversion rights: (a) Subject to the terms and conditions of this AgreementSection 5, the holder of this Note shall have the right, at such holder's option, to convert the outstanding principal amount of this Note or any portion thereof which is $50,000 or more into shares of Common Stock, at a price per share equal to 120% of the initial public offering price of the Common Stock in a firm underwriting of such stock, or in case an adjustment in such price has taken place pursuant to the provisions of this Section 5, then at the price as last adjusted (such price or adjusted price being referred to herein as the "Conversion Price"). Such rights of conversion shall be exercised by the holder hereof by giving written notice that such holder elects to convert the stated portion of the principal amount of this Note into Common Stock and by surrender of this Note accompanied by a written instrument(s) of transfer duly executed by the holder hereof to the Company, at the Closing and concurrently with the sale and purchase Company's principal office (or such other office or agency of the Series C Closing SharesCompany as the Company may designate by notice in writing to the holder of this Note) at any time during its usual business hours. For convenience, the entire CB Principal and conversion of any and all accumulated but unpaid interest thereon portion of the principal of this Note into Common Stock is hereinafter sometimes referred to as the "conversion" of this Note. The holder of this Note may exercise this conversion right no earlier than the later of (a) 30 days after completion of the Company's initial public offering of Common Stock or (b) the date fixed by the managing underwriter of such offering as of January 31the date when such conversion may occur, 2019 which may not be later than 180 days after completion of the offering. (b) Promptly after the “receipt of the written notice referred to in Section 5(a) and surrender of this Note for conversion, the Company shall issue and deliver, or cause to be issued and delivered, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion. Such conversion shall be deemed to have been effected and the Conversion Price”Price shall be determined as of the close of business on the date on which such written notice shall have been received by the Company and the Note shall have been surrendered for conversion as aforesaid, and at such time the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become at such time the holder or holders of record of the shares represented thereby. In the event that only a portion of this Note is converted, the Company shall execute and deliver to the holder of this Note, at the expense of the Company, a new Note, in the same form as this Note, in principal amount equal to the unconverted portion of this Note. (c) shallNo fractional shares shall be issued upon conversion into Common Stock and no payment or adjustment shall be made upon any conversion on account of any cash dividends (having a record date prior to the effective date of conversion) on the Common Stock issued upon such conversion. At the time of each conversion, the Company shall pay in cash an amount equal to all interest which is accrued and unpaid on the portion of this Note surrendered for conversion, such interest to be paid through the date upon which such conversion is deemed to take place as provided in Section 5(b) above. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 5(c), be delivered upon such conversion, the Company, in lieu of delivering such fractional share, shall pay to the holder an amount in cash equal to the fraction represented by such share multiplied by the initial public offering price of the Common Stock. (d) Whenever the Company shall (i) declare or pay a dividend or make a distribution on shares of Common Stock in shares of Common Stock or in any other shares of capital stock of the Company or in other securities of the Company, (ii) subdivide, split or reclassify the outstanding shares of Common Stock into a greater number of shares of Common Stock or (iii) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock, the Conversion Price in effect at the time of the record date for such dividend or distribution or on the effective date of such subdivision, split, combination or reclassification, shall be proportionately adjusted so that the holder of this Note shall upon conversion into shares of Common Stock after such time, be entitled to receive the number of shares of Common Stock or other securities of the Company which such holder would have been entitled to receive immediately after such time, had this Note been converted into shares of Common Stock immediately prior to such time. Such adjustment shall be made successively each time any event described in this Section 5 shall occur. (e) In case of any reclassification, capital reorganization or change by the Company of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision, combination or reclassification of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock (which is treated in paragraph (d) above), but including any change of such shares into one or more other classes or series of shares of capital stock), or in case of any consolidation of the Company with, or merger of the Company with or into, another Person (other than a consolidation or merger in which the Company is the continuing entity and which does not result in any reclassification or change of the Company's outstanding shares), or in case of any sale or other conveyance to another Person of the property of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing Person shall provide, as a condition to such transaction, that the holder of this Note shall acquire, upon election conversion of, or in exchange for, this Note the kind and amount of Evergreenshares and other securities and property (including cash and evidences of indebtedness) which would have been received by such holder upon such reclassification, reorganization, change, consolidation, merger, or sale or conveyance of assets if such holder had converted this Note into shares of Common Stock immediately prior thereto. Such other Person, which shall thereafter be converted deemed to be the Company for purposes of this Section 5(e), shall provide for similar future adjustments as nearly equivalent as may be practicable to the adjustments provided herein. Such adjustment shall be made successively each time any event described above in this Section 5(e) shall occur. (f) In the event the Company at any time after the date of the origin al issuance of this Note shall distribute shares of stock or other securities of other Persons, evidences of indebtedness issued by the Company or other property (other than cash), to the holders of its Common Stock by way of dividend or otherwise, in either case other than in connection with a capital reorganization, consolidation, merger or sale or other conveyance of all or substantially all of the Company's assets (each of which transactions is provided for by the foregoing Section 5(e)), then, in each such case, the holder of this Note, upon conversion of this Note into (shares of Common Stock as provided hereby, shall be entitled to receive, and the Company shall issuereserve for issuance to such holder upon such conversion, the amount in cash or the shares of stock or other securities, evidences of indebtedness, or other property which it would have been entitled to receive if it had so converted and become the holder of record of the shares of Common Stock issued upon such conversion immediately prior to the record date fixed for the determination of the stockholders entitled to receive such dividend or distribution. The foregoing adjustments shall be made successively whenever any event listed above in this Section 5(f) shall occur. (g) Upon the occurrence of any event requiring an adjustment of the Conversion Price, then and in each such case the Company shall give prompt written notice thereof to the holder of this Note, which notice shall state the Conversion Price resulting from such adjustment, setting forth in reasonable detail the method upon which such calculation is based and stating that such adjustment calculation has been reviewed and approved by the Company's independent certified public accountants. (h) In case at any time: (i) the Company shall declare any dividend upon its Common Stock payable in cash, stock, property or any security (whether of the Company or otherwise) or make any other distribution to the holders of its Common Stock; (ii) the Company shall offer for subscription pro rata to the --- ---- holders of its Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization or reclassification of the capital stock of the Company, or a consolidation or merger of the Company with or into, or a sale of all or substantially all its assets to, another entity or entities; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give (A) at least 45 days prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up or underwritten public offering, at least 45 days prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up or the precise details of such underwritten public offering, as the case may be. (i) The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon the conversion of the Notes, as provided in the Notes, free from any pre-emptive rights (if any), such number of Series C Preferred Shares shares of Common Stock as shall then be issuable upon the conversion of all outstanding Notes. The Company covenants that all shares of Common Stock which shall be so issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it shall from time to time take all such action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the Conversion Price in effect at the time. The Company shall take all such action as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange upon which the Common Stock (or any series thereof) or any other class of stock or series thereof of the Company to may be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (listed. Without limiting the “Converted Shares”). Immediately following the issuance generality of the Converted Shares pursuant foregoing, the Company shall obtain and keep in force such permits or other authorizations as may be required by law, and shall comply with all requirements as to this Section 1.2 registration or qualification in order to enable the Company lawfully to issue and deliver to the issuance holders of a deed the Notes such number of release by Evergreenshares of its Common Stock as shall from time to time be sufficient to effect the conversion of all Notes then outstanding. Notwithstanding the preceding sentence, however, the Company shall be released from all its ongoing obligations and liabilities under no obligation to register the issuance of Common Stock upon conversion of any Note under the Convertible Promissory NotesSecurities Act of 1933, and shall be entitled to place a restrictive legend on any certificate representing shares of Common Stock so issued noting restrictions imposed on any transfer of such Common Stock both under the securities laws and under the Company's Certificate of Incorporation. The number Company may require, as a condition to the issuance of any Common Stock upon conversion of a Note, that the holder of the Converted Shares Note deliver a subscription agreement to the Company acknowledging the effect of such restrictions on the holder's right to transfer the Common Stock. The Company shall be determined by dividing (i) not take any action which results in any adjustment of the Conversion Price by (ii) if the price per share total number of shares of Common Stock which have been issued at or prior to the time such action was taken and those which are issuable after such action upon conversion of the Converted Shares which shall be equal to 95% Notes and exercise of the purchase price per share all options and conversion of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares all convertible securities of the Company will be issued to Evergreen. Notwithstanding would exceed the foregoing, total number of shares of Common Stock authorized by the Company's Certificate of Incorporation. (j) The issuance of certificates for shares of Common Stock upon conversion of the Converted Shares this Note shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release made without charge to the Company holder for any issuance, stock transfer or documentary stamp tax in respect thereof. (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined belowk) until No adjustment in the Conversion Date, no interest Price shall be accrued under the Convertible Promissory Notes. The capitalization table required unless such adjustment would require an increase or decrease of the Company immediately prior at least one percent in such price; provided, however, that any such adjustment which is not required to be made shall be carried forward and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelytaken into account in any subsequent adjustment.

Conversion. Subject Payee shall be entitled, at its option, at any time prior to the terms and conditions Maturity Date, to convert the principal amount of this AgreementNote (or any portion of the principal amount hereof which is $1,000.00 or any integral multiple thereof), at the Closing principal amount hereof, or of such portion, into fully paid and concurrently with nonassessable shares (calculated as to each conversion to the sale nearest full share, rounding down) of common stock, $.01 par value per share (as adjusted pursuant to Section 1.6 and purchase this Section 1.4), of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 Maker (“Common Stock”) at a conversion price equal to $242.00 per share (the “Conversion Price”) shall, upon election of Evergreen, be converted ). If Maker is merged into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto or otherwise acquired by a publicly held entity (the “Converted SharesNew Entity”), the Payee shall be entitled, similarly, to convert such principal amount into shares of New Entity, the number of which shares shall be that number of shares of New Entity which the Payee would have received if it had exercised its option of conversion into shares of Maker immediately prior to such merger. Immediately following The Payee shall surrender this Note, duly endorsed or assigned to Maker or in blank, to Maker at its office or agency at the issuance address provided in writing by Maker, accompanied by written notice to Maker that the holder hereof elects to convert this Note, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted. No payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, as any fractional interest shall be rounded up to the Converted Shares nearest whole share. In case of a consolidation or merger to which Maker is a party (such transaction, a “Fundamental Transaction”), this Note, if then outstanding, will be convertible thereafter, during the period this Note shall be convertible pursuant to this Section 1.2 1.4 only into the kind and the issuance amount of securities, cash and other property receivable upon such consolidation or merger by a deed holder of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The that number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will Common Stock into which this Note would be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company convertible immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelysuch consolidation or merger, adjusted for any subsequent stock dividend, stock split, or similar occurrence with respect to any such securities.

Conversion. Subject (a) The Holder may, at any time and from time to time, convert all or any part of this Note into fully paid and non-assessable shares of common stock of the Company by delivery of a conversion notice to the terms and conditions Company. The effective date of any conversion shall be the date of the conversion notice. Upon any conversion the Company will within three business days of receipt of this AgreementNote and the conversion notice, at issue to the Closing Holder such number of shares of common stock equal to (i) the principal amount of this Note being converted plus all accrued and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 divided by (ii) $4.715625 (the “"Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”"). Immediately following If the issuance Note is converted for less than the full amount of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreenprincipal, the Company shall be released from cancel the original Note and issue to the Holder a new Note, of like tenor, for the remaining principal balance. (b) The Company shall pay any and all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors taxes (other than Holding Entity). transfer taxes) which may be imposed with respect to the issuance and delivery of the shares of common stock upon the conversion of this Note. (c) No fractional shares of the Company will common stock are to be issued to Evergreen. Notwithstanding the foregoing, upon the conversion of this Note, but the Converted Shares Company shall instead round up to the next whole number the number of shares of common stock to be issued upon such conversion. (d) Notwithstanding anything to the contrary contained herein, this Note shall not be convertible by a Holder to the extent (but only to the extent) that, if convertible by such Holder, such Holder would beneficially own in excess of 4.9% (the "Applicable Percentage") of the shares of common stock. --------------------- To the extent the above limitation applies, the determination of whether this Note shall be regarded as being completed upon Evergreen’s issuance exercisable (vis-a-vis other securities owned by Holder which contain similar limitations on conversion) shall be made on the basis of a conversion notice and a deed the earliest submission of release this Note (vis-a-vis other securities owned by the Holder which contain similar limitations on conversion), in each case subject to such aggregate percentage limitation. No prior inability to convert this Note pursuant to this paragraph shall have any effect on the Company (applicability of the “Conversion Date”)provisions of this paragraph with respect to any subsequent determination of convertibility. For the avoidance purposes of doubtthis paragraph, from the date beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of Closing (as defined below) until the Conversion Datepercentage ownership, no interest shall be accrued under determined in accordance with Section 13(d) of the Convertible Promissory NotesSecurities Exchange Act of 1934, as amended, and Regulation 13D and G thereunder. The capitalization table provisions of this paragraph may be implemented in a manner otherwise than in strict conformity with the terms of this Section with the approval of the Board of Directors of the Company immediately prior and the Holder: (i) with respect to any matter to cure any ambiguity herein, to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation; and after (ii) with respect to any other matter, with the Closing further consent of the holders of a majority of the then outstanding shares of common stock. For clarification, it is enclosed hereto as Schedule I-C and Schedule I-D respectivelyexpressly a term of this security that the limitations contained in this Section shall apply to each successor Holder.

Conversion. Subject (a) This Debenture shall be convertible into shares of Common Stock at the option of the Holder in whole or in part at any time and from time to time after the Original Issue Date and prior to the terms and conditions close of this Agreement, at business on the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory NotesMaturity Date. The number of the Converted Shares shares of Common Stock as shall be issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon (which the Company does not elect to pay in cash), by the Conversion Price (as defined below), each as subject to adjustment as provided hereunder. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as EXHIBIT A (the "CONVERSION NOTICE") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (the "CONVERSION DATE"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that the Conversion Notice is deemed delivered hereunder. Subject to Section 4(b) hereof and Section 3.8 of the Purchase Agreement, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 5(b)) a new Debenture for such principal amount as has not been converted. (b) Not later than three Trading Days after the Conversion Date, the Company will deliver to the Holder (i) a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 3.1(b) of the Purchase Agreement) representing the number of shares of the Common Stock being acquired upon the conversion of Debentures (subject to reduction pursuant to Section 3.8 of the Purchase Agreement), (ii) Debentures in a principal amount equal to the principal amount of Debentures not converted; (iii) a bank check in the amount of all accrued and unpaid interest (if the Company has elected to pay accrued interest in cash), together with all other amounts then due and payable in accordance with the terms hereof, in respect of Debentures tendered for conversion and (iv) if the Company has elected to pay accrued interest in shares of the Common Stock, certificates, which shall be free of restrictive legends and trading restrictions (other than those required by Section 3.1(b) of the Purchase Agreement), representing such number of shares of the Common Stock as equals such interest divided by the Conversion Price calculated on the Conversion Date; PROVIDED, HOWEVER, that the Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon conversion of the principal amount of Debentures until Debentures are delivered for conversion to the Company or the Holder notifies the Company that such ▇▇▇▇▇▇▇▇▇ has been mutilated, lost, stolen or destroyed and complies with Section 9 hereof. The Company shall, upon request of the Holder, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If in the case of any Conversion Notice such certificate or certificates, including for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Debentures tendered for conversion. If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section, including for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, prior to the third Trading Day after the Conversion Date, the Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty, $1,500 for each day thereafter until the Company delivers such certificates. If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section prior to the 20th day after the Conversion Date, the Company shall, at the Holder's option (i) prepay, from funds legally available therefor at the time of such prepayment, the aggregate of the principal amount of Debentures then held by such ▇▇▇▇▇▇, as requested by such Holder, and (ii) pay all accrued but unpaid interest on account of the Debentures for which the Company shall have failed to issue the Common Stock certificates hereunder, in cash. The prepayment price shall equal the Mandatory Prepayment Amount for the Debentures to be prepaid. If the Holder has required the Company to prepay Debentures pursuant to this Section and the Company fails for any reason to pay the prepayment price within seven days after such notice is deemed delivered hereunder, the Company will pay interest on the prepayment price at a rate of 18% per annum (to accrue daily), in cash to such Holder, accruing from such seventh day until the prepayment price and any accrued interest thereon is paid in full. (i) The conversion price (the "CONVERSION PRICE") in effect on any Conversion Date shall be the lesser of (A) $3.34 (the "INITIAL CONVERSION PRICE") and (B) 83% multiplied by the average of the five lowest Per Share Market Values during the ten (10) Trading Days immediately preceding the Conversion Date; PROVIDED THAT, (a) if an Underlying Securities Registration Statement is not filed on or prior to the Filing Date (as such term is defined in the Registration Rights Agreement), or (b) if the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, within five (5) days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that an Underlying Securities Registration Statement will not be "reviewed" or is not subject to further review or comment by the Commission, or (c) if the Underlying Securities Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (as defined in the Registration Rights Agreement), or (d) if such Underlying Securities Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities (as such term is defined in the Registration Rights Agreement) at any time prior to the expiration of the "Effectiveness Period" (as such term as defined in the Registration Rights Agreement), without being succeeded by a subsequent Underlying Securities Registration Statement filed with and declared effective by the Commission within ten (10) days, or (e) if trading in the Common Stock shall be suspended, or if the Common Stock shall be delisted from trading, on the OTC Bulletin Board or any other national securities market or exchange on which the Common Stock is then listed or quoted for trading for any reason for more than three (3) Trading Days, or (f) if the conversion rights of the Holders of Debentures are suspended for any reason or if the Holder is not permitted to resell Registrable Securities under the Underlying Securities Registration Statement, or (g) if an amendment to the Underlying Securities Registration Statement is not filed by the Company with the Commission within ten (10) days of the Commission's notifying the Company that such amendment is required in order for the Underlying Securities Registration Statement to be declared effective (any such failure being referred to as an "EVENT," and for purposes of clauses (a), (c) and (f) the date on which such Event occurs, or for purposes of clause (b) the date on which such five (5) days period is exceeded, or for purposes of clauses (d) and (g) the date which such ten (10) day period is exceeded, or for purposes of clause (e) the date on which such three (3) Trading Day period is exceeded, being referred to as "EVENT DATE"), the Conversion Price shall be decreased by 2.5% each month (i.e., the Conversion Price would decrease by 2.5% as of the Event Date and additional 2.5% as of each monthly anniversary of the Event Date) until the earlier to occur of the second month anniversary after the Event Date and such time as the applicable Event is cured. Commencing the second month anniversary after the Event Date, the Company shall pay to the holders of the Debentures 2.5% of the aggregate principal amount of Debentures then outstanding (each holder being entitled to receive such portion of such amount as equals its pro rata portion of the Debentures then outstanding) in cash as liquidated damages, and not as a penalty on the first day of each monthly anniversary of the Event Date until such time as the applicable Event, is cured. Any decrease in the Conversion Price pursuant to this Section shall continue notwithstanding the fact that the Event causing such decrease has been subsequently cured. The provisions of this Section are not exclusive and shall in no way limit the Company's obligations under the Registration Rights Agreement. (ii) If the Company, at any time while any Debentures are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of the Common Stock, (b) subdivide outstanding shares of the Common Stock into a larger number of shares, (c) combine outstanding shares of the Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, the Initial Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of the Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (iii) If the Company, at any time while any Debentures are outstanding, shall issue rights or warrants to all holders of the Common Stock (and not to Holders of Debentures) entitling them to subscribe for or purchase shares of the Common Stock at a price per share less than the Per Share Market Value of the Converted Shares Common Stock at the record date mentioned below, the Initial Conversion Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of the Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase shares of the Common Stock the issuance of which resulted in an adjustment in the Initial Conversion Price pursuant to this Section, if any such right or warrant shall expire and shall not have been exercised, the Initial Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Initial Conversion Price made pursuant to the provisions of this Section 4 after the issuance of such rights or warrants) had the adjustment of the Initial Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (iv) If the Company, at any time while Debentures are outstanding, shall distribute to all holders of the Common Stock (and not to Holders of Debentures) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then in each such case the Initial Conversion Price at which Debentures shall thereafter be convertible shall be determined by multiplying the Initial Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of the Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith; PROVIDED, HOWEVER, that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "APPRAISER") selected in good faith by the holders of a majority in interest of Debentures then outstanding; and PROVIDED, FURTHER, that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in good faith, in which case the fair market value shall be equal to 95% the average of the purchase price per determinations by each such Appraiser. In either case the adjustments shall be described in a statement provided to the holders of Debentures of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of the Series C Closing Shares purchased Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (v) In case of any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, the Holder of this Debenture shall have the right thereafter to, at its option, (A) convert the then outstanding principal amount, together with all accrued but unpaid interest and any other amounts then owing hereunder in respect of this Debenture only into the shares of stock and other securities, cash and property receivable upon or deemed to be held by other Investors (other than Holding Entity). No fractional holders of the Common Stock following such reclassification or share exchange, and the Holders of the Debentures shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table Common Stock of the Company immediately prior to and after into which the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectively.then outstanding pr

Conversion. Subject to 3.1 The Loan Notes shall be convertible into Ordinary Shares, on the terms and conditions set out in this Instrument, in Principal of this Agreement£100,000 or multiples thereof or if less in Principal equal to the total outstanding Principal amount held by the relevant Holder. 3.2 Subject to the provisions of Section 4, at any time or times during the Conversion Period, any Holder shall be entitled to convert all or any part of the outstanding and unpaid Principal of a Loan Note into fully paid Ordinary Shares in accordance with Section 5, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Rate. 3.3 The Company shall issue) such number not issue any fraction of Series C Preferred Shares an Ordinary Share upon any conversion. If the conversion would result in an entitlement to a fraction of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreenan Ordinary Share, the Company shall be released from all its ongoing obligations and liabilities under round such fraction of an Ordinary Share up or down to the Convertible Promissory Notes. The number nearest whole Ordinary Share. 3.4 Notwithstanding any other provisions of the Converted Shares shall be determined by dividing (i) the this Loan Note, where any Holder submits a Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release Notice to the Company in accordance with Section 5.1, the Company may, upon receipt of a completed copy of the Conversion Notice, elect to redeem the Loan Notes the subject of the Conversion Notice rather than allot the Ordinary Shares to which the Holder would otherwise be entitled. Where the Company makes such election it will: (a) as soon as practicable, but in no event later than one (1) Business Day after receipt of the Conversion Notice, send, via facsimile or e-mail, and receive confirmation of receipt from the recipients’ facsimile machine or by reply e-mail as the case may be, a notice notifying the Holder of the same; and (b) on the first Business Day following the period of fifteen Trading Days, subject to any extension of such period as contemplated by the calculation provisions of the Current Market Price, which commences on the date next following the day on which the Holder receives the Company’s election notice under Section 10 below, pay to the Holder the Voluntary Redemption Amount, where the “Voluntary Redemption Amount” in any such instance will be a product of the number of Ordinary Shares which would otherwise have been allotted pursuant to the Conversion Date”). For Notice multiplied by the avoidance of doubt, from Current Market Price as at the due date of Closing (as defined below) until payment, together with all accrued and unpaid Interest, Contingent Interest and Late Charges referable to the Loan Notes the subject of the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyNotice.

Conversion. Subject At any time after the date that is six (6) months after the Issue Date, the Holder may elect to convert the terms and conditions Principal Amount, into shares of this Agreement, at common stock in the Closing and concurrently with the sale and purchase capital of the Series C Closing SharesCompany (each, the entire CB Principal and any and all accumulated but unpaid interest thereon a “Conversion Share”) at a price of USD$0.10 per Conversion Share, subject to adjustment as of January 31, 2019 provided for herein (the “Conversion Price”) shall, upon election by delivery of Evergreen, a notice of conversion in the form attached as Schedule A hereto (the “Conversion Notice”) and surrender of this Note to the Company. The number of Conversion Shares issuable on conversion of the Principal Amount to be converted shall be determined by the quotient obtained by dividing (x) by (y) where (x) is the Principal Amount to be converted and (y) is the Conversion Price. Upon any conversion hereunder, the Company shall not be required to issue any fraction of a Conversion Share, and the number of Conversion Share shall be rounded down to the nearest whole number. Following delivery of such Conversion Notice and surrender of this Note, the Holder or its nominee or assignee shall be entitled to be entered in the share register of the Company as the holder of the number of Conversion Shares into which this Note is convertible in accordance with the terms hereof, and as soon as practicable thereafter and in any event no later than fifteen (15) business days after receipt by the Company of the Conversion Notice, the Company shall deliver or cause to be delivered to the Holder a share certificate or direct registration statement representing such Conversion Shares. The Holder acknowledges and agrees that any Conversion Shares issued on conversion of this Note may be subject to one or more restrictive legends. Notwithstanding anything to the contrary contained in this Note, this Note shall not be convertible by the Holder, and the Company shall issuenot effect any conversion of this Note or otherwise issue any Conversion Shares pursuant hereto, to the extent (but only to the extent) that, after giving effect to such number conversion, the Holder or any of Series C Preferred Shares its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the issued and outstanding shares of common stock of the Company (each, a “Share”) after such conversion. To the extent the above limitation applies, the determination of whether this Note shall be convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by the Holder and its affiliates) shall, subject to the Maximum Percentage limitation, be issued determined on the basis of the first submission to Evergreen the Company for conversion, exercise or exchange (as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”case may be). Immediately following the issuance of the Converted No prior inability to convert this Note or to issue Conversion Shares pursuant to this Section 1.2 2 shall have any effect on the applicability of the provisions of this Section 2 with respect to any subsequent determination of convertibility. For purposes of this Section 2, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the issuance rules and regulations promulgated thereunder. The provisions of this Section 2 shall only be implemented in a deed manner otherwise than in strict conformity with the terms of release by Evergreenthis Section 2 to correct this Section 2 (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to the Maximum Percentage limitation. The limitations contained in this Section 2 shall apply to a successor holder of this Note. For any reason at any time, upon the written or oral request of the Holder, the Company shall be released from all its ongoing obligations within one business day confirm orally and liabilities under in writing to the Convertible Promissory Notes. The Holder the number of Shares then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Shares, including, without limitation, pursuant to this Note. By written notice to the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoingCompany, the conversion Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that: (a) any such increase will not be effective until the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion 61st day after such notice and a deed of release is delivered to the Company Company, and (b) any such increase or decrease will apply only to the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyHolder sending such notice.

Conversion. Subject (a) This Debenture shall be convertible into shares of Common Stock at the option of the Holder in whole or in part at any time and from time to time after the Original Issue Date and prior to the terms and conditions close of this Agreement, at business on the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory NotesMaturity Date. The number of the Converted Shares shares of Common Stock as shall be issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon (which the Company does not elect to pay in cash), by the Conversion Price (as defined below), each as subject to adjustment as provided hereunder. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as EXHIBIT A (the "CONVERSION NOTICE") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (the "CONVERSION DATE"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that the Conversion Notice is deemed delivered hereunder. Subject to Section 4(b) hereof and Section 3.8 of the Purchase Agreement, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 5(b)) a new Debenture for such principal amount as has not been converted. (b) Not later than three Trading Days after the Conversion Date, the Company will deliver to the Holder (i) a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 3.1(b) of the Purchase Agreement) representing the number of shares of the Common Stock being acquired upon the conversion of Debentures (subject to reduction pursuant to Section 3.8 of the Purchase Agreement), (ii) Debentures in a principal amount equal to the principal amount of Debentures not converted; (iii) a bank check in the amount of all accrued and unpaid interest (if the Company has elected to pay accrued interest in cash), together with all other amounts then due and payable in accordance with the terms hereof, in respect of Debentures tendered for conversion and (iv) if the Company has elected to pay accrued interest in shares of the Common Stock, certificates, which shall be free of restrictive legends and trading restrictions (other than those required by Section 3.1(b) of the Purchase Agreement), representing such number of shares of the Common Stock as equals such interest divided by the Conversion Price calculated on the Conversion Date; PROVIDED, HOWEVER, that the Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon conversion of the principal amount of Debentures until Debentures are delivered for conversion to the Company or the Holder notifies the Company that such ▇▇▇▇▇▇▇▇▇ has been mutilated, lost, stolen or destroyed and complies with Section 9 hereof. The Company shall, upon request of the Holder, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If in the case of any Conversion Notice such certificate or certificates, including for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Debentures tendered for conversion. If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section, including for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, prior to the third Trading Day after the Conversion Date, the Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty, $1,500 for each day thereafter until the Company delivers such certificates. If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section prior to the 20th day after the Conversion Date, the Company shall, at the Holder's option (i) prepay, from funds legally available therefor at the time of such prepayment, the aggregate of the principal amount of Debentures then held by such Holder, as requested by such Holder, and (ii) pay all accrued but unpaid interest on account of the Debentures for which the Company shall have failed to issue the Common Stock certificates hereunder, in cash. The prepayment price shall equal the Mandatory Prepayment Amount for the Debentures to be prepaid. If the Holder has required the Company to prepay Debentures pursuant to this Section and the Company fails for any reason to pay the prepayment price within seven days after such notice is deemed delivered hereunder, the Company will pay interest on the prepayment price at a rate of 18% per annum (to accrue daily), in cash to such Holder, accruing from such seventh day until the prepayment price and any accrued interest thereon is paid in full. (i) The conversion price (the "CONVERSION PRICE") in effect on any Conversion Date shall be the lesser of (A) $3.31 (the "INITIAL CONVERSION PRICE") and (B) 83% multiplied by the average of the five lowest Per Share Market Values during the ten (10) Trading Days immediately preceding the Conversion Date; PROVIDED THAT, (a) if an Underlying Securities Registration Statement is not filed on or prior to the Filing Date (as such term is defined in the Registration Rights Agreement), or (b) if the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, within five (5) days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that an Underlying Securities Registration Statement will not be "reviewed" or is not subject to further review or comment by the Commission, or (c) if the Underlying Securities Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (as defined in the Registration Rights Agreement), or (d) if such Underlying Securities Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities (as such term is defined in the Registration Rights Agreement) at any time prior to the expiration of the "Effectiveness Period" (as such term as defined in the Registration Rights Agreement), without being succeeded by a subsequent Underlying Securities Registration Statement filed with and declared effective by the Commission within ten (10) days, or (e) if trading in the Common Stock shall be suspended, or if the Common Stock shall be delisted from trading, on the OTC Bulletin Board or any other national securities market or exchange on which the Common Stock is then listed or quoted for trading for any reason for more than three (3) Trading Days, or (f) if the conversion rights of the Holder are suspended for any reason or if the Holder is not permitted to resell Registrable Securities under the Underlying Securities Registration Statement, or (g) if an amendment to the Underlying Securities Registration Statement is not filed by the Company with the Commission within ten (10) days of the Commission's notifying the Company that such amendment is required in order for the Underlying Securities Registration Statement to be declared effective (any such failure being referred to as an "EVENT," and for purposes of clauses (a), (c) and (f) the date on which such Event occurs, or for purposes of clause (b) the date on which such five (5) days period is exceeded, or for purposes of clauses (d) and (g) the date which such ten (10) day period is exceeded, or for purposes of clause (e) the date on which such three (3) Trading Day period is exceeded, being referred to as "EVENT DATE"), the Conversion Price shall be decreased by 2.5% each month (i.e., the Conversion Price would decrease by 2.5% as of the Event Date and additional 2.5% as of each monthly anniversary of the Event Date) until the earlier to occur of the second month anniversary after the Event Date and such time as the applicable Event is cured. Commencing the second month anniversary after the Event Date, the Company shall pay to the holders of the Debentures 2.5% of the aggregate principal amount of Debentures then outstanding (each holder being entitled to receive such portion of such amount as equals its pro rata portion of the Debentures then outstanding) in cash as liquidated damages, and not as a penalty on the first day of each monthly anniversary of the Event Date until such time as the applicable Event, is cured. Any decrease in the Conversion Price pursuant to this Section shall continue notwithstanding the fact that the Event causing such decrease has been subsequently cured. The provisions of this Section are not exclusive and shall in no way limit the Company's obligations under the Registration Rights Agreement. (ii) If the Company, at any time while any Debentures are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of the Common Stock, (b) subdivide outstanding shares of the Common Stock into a larger number of shares, (c) combine outstanding shares of the Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, the Initial Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of the Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (iii) If the Company, at any time while any Debentures are outstanding, shall issue rights or warrants to all holders of the Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of the Common Stock at a price per share less than the Per Share Market Value of the Converted Shares Common Stock at the record date mentioned below, the Initial Conversion Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of the Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase shares of the Common Stock the issuance of which resulted in an adjustment in the Initial Conversion Price pursuant to this Section, if any such right or warrant shall expire and shall not have been exercised, the Initial Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Initial Conversion Price made pursuant to the provisions of this Section 4 after the issuance of such rights or warrants) had the adjustment of the Initial Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (iv) If the Company, at any time while Debentures are outstanding, shall distribute to all holders of the Common Stock (and not to the Holder) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then in each such case the Initial Conversion Price at which Debentures shall thereafter be convertible shall be determined by multiplying the Initial Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of the Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith; PROVIDED, HOWEVER, that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "APPRAISER") selected in good faith by the holders of a majority in interest of Debentures then outstanding; and PROVIDED, FURTHER, that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in good faith, in which case the fair market value shall be equal to 95% the average of the purchase price per determinations by each such Appraiser. In either case the adjustments shall be described in a statement provided to the holders of Debentures of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of the Series C Closing Shares purchased Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (v) In case of any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, the Holder of this Debenture shall have the right thereafter to, at its option, (A) convert the then outstanding principal amount, together with all accrued but unpaid interest and any other amounts then owing hereunder in respect of this Debenture only into the shares of stock and other securities, cash and property receivable upon or deemed to be held by other Investors (other than Holding Entity). No fractional holders of the Common Stock following such reclassification or share exchange, and the Holder shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table Common Stock of the Company immediately prior to and after into which the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectively.then outstanding principal amount, together with all accrued but unpaid int

Conversion. Subject to (a) At any time after the terms and conditions of Issue Date until this AgreementDebenture is no longer outstanding, at the Closing and concurrently with the sale and purchase all or any part of the Series C Closing Shares, the entire CB Principal principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, due under this Debenture may be converted into (Conversion Shares at any time and from time-to-time at the Company shall issue) such number of Series C Preferred Shares option of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory NotesHolder. The number of the Converted Shares Holder shall be determined effect conversions by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the amount of principal and interest to be converted and the date on which such conversion is to be effected (a “Conversion Date”). For ; provided that the avoidance of doubt, from date upon which any such conversion may be effected may not be less than 61 calendar days following the date of Closing delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 61 calendar days after such Notice of Conversion is delivered to the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender the Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 20 business days of receipt of such notice. The Holder, by acceptance of this Debenture, acknowledges and agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof. (as defined belowb) until The number of Conversion Shares issuable upon a conversion shall be determined by the quotient obtained by dividing (x) the outstanding amount of principal and interest of this Debenture to be converted by (y) the Conversion Price. (c) Not later than five Trading Days after any Conversion Date, no interest the Company will deliver to the Holder (i) a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion of Debenture. (d) The conversion price in effect on any Conversion Date shall be accrued under equal to U.S.$0.03. (e) The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock such number of shares as is necessary in order to ensure that a sufficient number are available for the Convertible Promissory Notespurpose of issuance of Conversion Shares upon conversion of this Debenture, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder. The capitalization table of Company covenants that all Conversion Shares shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable. (f) Upon a conversion hereunder the Company immediately prior shall not be required to issue stock certificates representing fractions of any Conversion Shares, and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelynumber of Conversion Shares shall be rounded up or down to the nearest whole number.

Conversion. Subject (a) At any time from the original issue date hereof through the date that this Debenture is paid in full, Lender shall have the right, in its sole discretion, but subject to the terms and conditions provisions of the Securities Purchase Agreement, to convert the principal balance of this AgreementDebenture then outstanding plus accrued but unpaid interest, in whole or in part, into shares (each, a “Conversion Share”) of CSC Common Stock at a conversion price per Conversion Share equal to the Closing and concurrently with the sale and purchase closing trading price of the Series C Closing SharesCSC Common Stock on the Principal Trading Market on the Conversion Date (as defined in Section 1(b) below), the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 in no event less than $0.001 per share (the “Conversion Price”). (b) shallLender may convert this Debenture at the then applicable Conversion Price by the surrender of this Debenture (properly endorsed) to the Company at the principal office of the Borrower, upon election together with the form of EvergreenNotice of Conversion attached hereto as Annex A (a “Notice of Conversion”) duly completed, dated and executed, specifying therein the principal amount of Debenture and/or outstanding interest to be converted into converted. The “Conversion Date” shall be the date that such Notice of Conversion and this Debenture is duly provided to Borrower hereunder (or, at Lender's option, the next interest payment date with respect to Lender's conversion of any scheduled interest payment). (c) On the date of receipt by the Company of the duly completed, dated and executed Notice of Conversion and this Debenture in accordance with Section 1(b) with respect to a conversion of any portion of this Debenture, the Lender (and any person(s) receiving Conversion Shares in lieu of the Lender) shall be deemed to have become the holder of record for all purposes of the Conversion Shares to which such valid conversion relates. (d) As soon as practicable, but not in excess of five business days, after the valid conversion of any portion of this Debenture, the Company, at the Company’s expense (including the payment by Company of any applicable issuance and similar taxes), will cause to be issued in the name of and delivered to the Lender (and/or such other person(s) identified in the Notice of Conversion with respect to such conversion), certificates evidencing the number of duly authorized, validly issued, fully paid and non-assessable Conversion Shares to which the Lender (and/or such other person(s) identified in such Notice of Conversion, shall be entitled to receive upon the conversion), such certificates to be in such reasonable denominations as Lender may request when delivering the Notice of Conversion. In the event the closing price of the Common Stock on the Principal Trading Market on the date the certificate(s) representing Conversion Shares are actually delivered to the Investor (the "Delivery Date") is less than the Conversion Price in effect as of the Conversion Date, then the Company shall issue) such issue to the Investor the number of Series C Preferred additional of shares of its Common Stock (the "Guaranty Shares") equal to the difference between the number of Conversion Shares actually delivered to the Investor and the number of Conversion Shares which would have been delivered to the Investor had the Conversion Price been equal to the closing price of the Company to be issued to Evergreen as set forth opposite Evergreen’s name Common Stock on Schedule II attached hereto the Principal Trading Market on the Delivery Date (or $0.001 in the “Converted Shares”event said closing price is less than $0.001). Immediately following . (e) If less than the issuance of the Converted Shares pursuant to entire principal and accrued interest under this Section 1.2 and the issuance of a deed of release by EvergreenDebenture is being converted, the Company shall be released from all its ongoing obligations execute and liabilities under deliver to the Convertible Promissory Notes. The number Lender a new Debenture (dated as of the Converted Shares shall be determined by dividing (idate hereof) evidencing the Conversion Price by (ii) the price per share principal balance of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelythis Debenture that has not been so converted.

Conversion. (i) This Debenture shall be convertible into shares of the Common Stock (subject to reduction pursuant to Section 4(a)(ii) below and Section 3.7 of the Purchase Agreement) at the option of the Holder in whole or in part at any time and from time to time after the ninetieth (90th) day following the Original Issue Date and prior to the close of business on the Maturity Date unless such conversion occurs at the Initial Conversion Price (as defined below), in which event this Debenture shall be convertible at the option of the Holder immediately after the Original Issue Date. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit A (the "Conversion Notice") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted (which may not be less than $100,000 or such less principal amount of Debentures than held by such Holder) and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered pursuant to Section 4(h) (the "Conversion Date"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that the Conversion Notice is deemed delivered pursuant to Section 4(h). Subject to Sections 4(a)(ii) and 4(b) hereof and Section 3.7 of the terms and conditions of this Purchase Agreement, at each Conversion Notice, once given, shall be irrevocable. If the Closing and concurrently Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the sale and purchase of the Series C Closing SharesConversion Notice, the entire CB Principal and or if a conversion hereunder cannot be effected in full for any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreenreason, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the honor such conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company extent permissible hereunder and shall promptly deliver to such Holder (in the “Conversion Date”manner and within the time set forth in Section 5(b). For the avoidance of doubt, from the date of Closing () a new Debenture for such principal amount as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyhas not been converted.

Conversion. Subject At any time after the Issuance Date but prior to the terms and conditions of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing SharesMaturity Date, the entire CB Holder shall have the right, but not the obligation, to convert, upon three (3) Business Days prior written notice to the Company, the outstanding Principal and any accrued and all accumulated but unpaid interest Interest thereon into shares of Series B Preferred Stock at a conversion price per share equal to $1.875, subject to adjustment as of January 31, 2019 herein provided (the “Conversion Price”) shall). Such notice shall state the amount of the outstanding Principal and accrued and unpaid Interest to be converted. If the notice provides that the Holder is converting all of the outstanding Principal, upon election of Evergreen, any accrued and unpaid Interest that will not be converted into (and shares of Series B Preferred Stock shall be paid by the Company to the Holder by check or wire transfer of immediately available funds to an account specified in writing by the Holder on or prior to the date the Company delivers the shares of Series B Preferred Stock to the Holder. The Company shall not issue any fraction of a share of Series B Preferred Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Series B Preferred Stock, the Company shall issue) round such number fraction of Series C Preferred Shares a share of Common Stock up to the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”)nearest whole share. Immediately following the issuance Any conversion of the Converted Shares this Note pursuant to this Section 1.2 3 shall be deemed to have been made upon the satisfaction of all of the conditions set forth in this Section 3 and on and after such date the issuance Holder entitled to receive the shares of a deed Series B Preferred Stock upon such conversion shall be treated for all purposes as the record holder of release by Evergreensuch shares. If this Note is converted in part only, upon conversion of such part hereof, the Company shall be released from all its ongoing obligations execute and liabilities under deliver to the Convertible Promissory Notes. The number Holder upon surrender of this Note a new Note in the aggregate principal amount equal to the then unconverted portion of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share Principal of the Converted Shares which shall be equal this Note plus any accrued but unpaid Interest and in all other respects identical to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelythis Note.

Conversion. Subject (a) At any time and from time to time prior to the payment in full of the principal amount of this Note, the Holder may, subject to the terms and conditions of this AgreementNote, at the Closing and concurrently with the sale and purchase convert all or any portion of the Series C Closing Sharesthen outstanding principal of this Note, the entire CB Principal and together with any and all accumulated accrued but unpaid interest thereon as thereon, into such whole number of January 31, 2019 shares (the “"Shares") of the Company's no par value common stock (the "Stock"), as is obtained by dividing the outstanding principal amount of the Note (or the portion of the outstanding principal amount of the Note being converted), together with any accrued but unpaid interest thereon, by the Conversion Price”Price (as defined below). Such conversion shall be effective upon the receipt by the Company of (i) shallwritten notice of conversion specifying the principal amount of the Note, upon election of Evergreentogether with any accrued but unpaid interest thereon, to be converted into and (and ii) this Note. Promptly upon the effectiveness of the conversion, the Company shall issue) such will issue and deliver to the Holder duly executed certificates for fully paid and nonassessable shares of the Stock representing the number of Series C Preferred Shares of to which the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares Holder is entitled pursuant to such conversion (bearing such legends as are deemed appropriate under applicable state and federal securities laws in the opinion of counsel to the Company). (b) If, at any time, the Holder is converting less than the full amount due under this Section 1.2 and the issuance of a deed of release by EvergreenNote, the Company shall issue to the Holder a replacement Note for the amount due under this Note less the amount converted. (c) Upon the Holder's surrender of the Note to be released converted from time to time, the rights of the Holder of the Note being converted shall cease with respect to that portion of the Note being converted except for the right to receive Shares and accrued but unpaid interest and a replacement Note in accordance herewith, and the Holder shall be treated for all purposes as having become the record holder of such Shares at such time. (d) For purposes of this Note, the "Conversion Price" shall be an amount equal to $3.03 per Share, as adjusted from time to time pursuant to paragraphs (e), (f) and (g) below. (e) In the event the Company should at any time or from time to time after the date of issuance of this Note fix a record date for the effectuation of a split or subdivision of the outstanding shares of Stock or the holders of Stock entitled to receive a dividend or other distribution payable in additional shares of Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Stock (the "Stock Equivalents") without payment of any consideration by such holder for the additional shares of Stock or Stock Equivalents (including the additional shares of Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so that the number of shares of Stock issuable upon conversion of this Note shall be increased in proportion to such increase of the outstanding shares of Stock. Notwithstanding anything herein to the contrary, the Conversion Price of this Note will not be adjusted with respect to any dividend on any shares of the Company's preferred stock paid in the form of Stock. (f) If the number of shares of Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Stock, a reverse stock split or similar transaction, then, following the record date of such transaction, the Conversion Price for this Note will be appropriately increased so that the number of shares of Stock issuable in conversion of this Note will be decreased in proportion to the decrease in outstanding shares of Stock. (g) Any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets to another person or entity which is effected in such a way that holders of Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities, cash or assets with respect to or in exchange for Stock is referred to herein as an "Organic Change." Prior to the consummation of any Organic Change, the Company will make appropriate provisions to insure that the Holder will thereafter have the right to acquire and receive, in lieu of or in addition to (depending on whether holders of Stock will retain or relinquish their Stock as part of such Organic Change) the Shares immediately theretofore acquirable and receivable upon the conversion of this Note, such shares of stock, securities, cash or assets as such Holder would have received in connection with such Organic Change if such Holder had converted this Note to Shares immediately prior to such Organic Change. In addition, the Company will not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor corporation (if other than the Company) resulting from the consolidation or merger or the corporation purchasing such assets assumes by written instrument (in form reasonably satisfactory to the Holder), the obligation to deliver to each such Holder such shares of stock, securities, cash or assets as, in accordance with the foregoing provision, such Holder may be entitled to acquire. (h) Immediately upon any adjustment of the Conversion Price and any change in the rights of the Holder by reason of the events set forth in paragraphs (e), (f) or (g), then and in each such case, the Company will promptly cause its ongoing obligations chief financial officer to deliver to the Holder a certificate stating the adjusted Conversion Price, or specifying the other shares of stock, securities or assets and liabilities under the Convertible Promissory Notesamount thereof receivable as a result of such change in rights, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The number Company will also give written notice to the Holder within five days after the Company's board of directors authorizes (a) any dividend or distribution upon Stock, (b) any pro rata subscription offer to holders of Stock or (c) any Organic Change or any dissolution, liquidation or winding-up of the Converted Company; provided, however, that such notice shall in any event be not less than ten days before any record date of the Stock with respect to such transaction or event. (i) In connection with the conversion of this Note, no fractions of Shares shall be determined issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by dividing (i) the Conversion Price by (ii) the current market price per share of Stock on the Converted Shares day on which shall be equal the Note is deemed to 95% have been converted. The good faith determination of the purchase current market price per share of Stock by the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares Company's Board of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares Directors shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyconclusive.

Conversion. Subject to (a) At the terms and conditions of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance option of a deed of release by EvergreenConverting Lender, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing on any Business Day (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoingsuch Business Day, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”) all or a portion of any Secured Loan held by such Converting Lender may be converted into Class A-1b Notes substantially in the form set forth in Exhibit A to the Indenture in accordance with Section 2.14 of the Indenture upon delivery to the Borrower, the Collateral Trustee, the Loan Agent, the Collateral Manager and the Rating Agency of a notice substantially in the form of Exhibit B hereto; provided that, if the Secured Loan to be converted has been assigned since the prior Payment Date (or, if no Payment Date has occurred since the incurrence of such Secured Loan, the Closing Date or other date of incurrence, as applicable) pursuant to the terms of this Agreement, then the Conversion Date shall only occur on a Payment Date (after the payment, in accordance with Section 3.4 hereof, of any interest accrued on the portion of the Secured Loan that has been so converted). For The Conversion Date shall be no earlier than the avoidance of doubt, from fifth Business Day following the date of Closing such notice is delivered (or such earlier date as defined belowmay be reasonably agreed to by the Converting Lender, the Loan Agent, the Collateral Manager and the Collateral Trustee) until and may not be between a Record Date and a Payment Date. On the Conversion Date, no interest the Aggregate Outstanding Amount of the Class A-1b Notes will be increased by the Aggregate Outstanding Amount of the Secured Loan so converted and the Secured Loan so converted shall cease to be Outstanding and shall be accrued deemed to have been repaid in full for all purposes under the Convertible Promissory Indenture and this Agreement. Each Lender hereby acknowledges and agrees to the terms of Section 2.14 of the Indenture and the applicable Exhibit B to the Indenture. (b) Notwithstanding anything to contrary herein or in the Indenture, Class A-1b Notes may not be converted into Secured Loans at any time. (c) The Borrower and the Converting Lender shall each provide reasonable assistance to the Collateral Trustee and the Loan Agent in connection with such conversion, including, but not limited to, providing instructions to DTC. (d) If the Conversion Date is on a day other than a Payment Date, interest accrued on the Secured Loan so converted since the prior Payment Date (or, if no Payment Date has occurred since the incurrence of such Secured Loan, the Closing Date or other date of incurrence, as applicable) will, as of the Conversion Date, be deemed instead to have accrued on the Class A-lb Notes at the Interest Rate applicable thereto for such time period and accrued interest on the applicable Secured Loan will no longer be due and owing hereunder. If the Conversion Date is on a Payment Date, interest accrued on the Secured Loan since the prior Payment Date (or, if no Payment Date has occurred since the incurrence of such Secured Loan, the Closing Date or other date of incurrence, as applicable) will be paid to the Lenders of the applicable Secured Loan on the related Conversion Date. Following the Conversion Date, the Class A-1b Notes will accrue interest at the Interest Rate applicable to the Class A-1b Notes, as set forth in the Indenture. (e) Each Lender may elect, in its sole discretion, to exercise the Conversion Option concurrently with an assignment of all or a portion of its Secured Loan (an “Assignment/Conversion”) such that the effective date of such assignment occurs on the related Conversion Date and the assignee receives Class A-1b Notes in lieu of becoming a Lender hereunder by way of assignment. Any assignment made in connection with an Assignment/Conversion shall meet both the requirements for an assignment set forth in Section 8.4 and for conversion set forth in this Section 3.7. Any Lender electing to make an Assignment/Conversion shall deliver to the Collateral Trustee, the Loan Agent, the Collateral Manager and the Borrower at least five Business Days prior to the Conversion Date, (x) an executed Assignment and Assumption Agreement, (y) a completed notice substantially in the form of Exhibit B hereto, and (z) the assignment fee required to be paid pursuant to Section 8.4(c) hereof. The capitalization table assignee of such Secured Loan shall deliver to the Collateral Trustee, the Loan Agent, the Collateral Manager and the Borrower at least five Business Days prior to the Conversion Date a transferee representation letter substantially in the form of Exhibit B to the Indenture. Notwithstanding anything in this paragraph to the contrary, if an Assignment/Conversion occurs on the Closing Date, the required documents described in this paragraph shall be delivered on the Closing Date. (f) In the case of a conversion to (x) Class A-1b Notes, in the form of interests in a Global Note, the assignee of such Secured Loan will deliver a written order containing information regarding the Euroclear, Clearstream or DTC account to be credited with such increase and upon receipt of such order the Loan Agent shall cause such converted Secured Loans to be cancelled pursuant to this Agreement and record the conversion in the Loan Register in accordance with this Agreement and the Collateral Trustee shall approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of each applicable Person specified in such instructions a beneficial interest in the Class A-1b Note in each case, equal to the principal amount of the Company immediately prior Secured Loans converted and (y) in the case of a conversion to Class A-1b Notes in the form of a Certificated Note, the assignee of such Secured Loan will deliver a written order containing information regarding the conversation and upon receipt of such order the Loan Agent shall cause such converted Secured Loans to be cancelled pursuant to this Agreement and shall record the conversion in the Loan Register in accordance with this Agreement and the Borrower shall issue and the Collateral Trustee shall authenticate and deliver Class A-1b Notes in the form of a Certificated Note. (g) Notwithstanding anything in this Section 3.7 to the contrary, the Collateral Manager may, solely in connection with the prepayment of the Secured Loan from Refinancing Proceeds in accordance with Section 3.3(b) hereof and the applicable provisions of the Indenture, require the Lenders to exercise the Conversion Option with a Conversion Date selected by the Collateral Manager that occurs on or after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelydate of notice of prepayment delivered in accordance with the terms of the Indenture. Upon any such notice from the Collateral Manager, the Lenders hereby agree to exercise the Conversion Option to be effective on the Conversion Date selected by the Collateral Manager.

Conversion. Subject to (a) Upon Maturity, the terms and conditions unpaid principal amount of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and Note plus all accumulated but unpaid accrued interest thereon as shall be convertible into shares of January 31, 2019 Common Stock at $0.001 per share (the “Conversion Price”) shall), upon election of Evergreen, be converted into (and at the Company shall issue) such number of Series C Preferred Shares option of the Company Holder, in whole or in part. Shares issued upon conversion shall become free trading stock as promulgated by the rules and regulations of the U. S. Securities and Exchange Commission. The date on which such conversion is to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company effected (the “Conversion Date”). For The Holder shall effect conversions by surrendering the avoidance Note to be converted to the Company, together with the form of doubtnotice attached hereto as Exhibit A (“Notice of Conversion”). The Notice of Conversion shall specify the amount of principal and accrued interest to be converted. The Notice of Conversion, once given, shall be irrevocable. If, at Maturity, the Holder is converting less than all of the principal and interest amounts represented by this Note, the Company shall deliver to the Holder a cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from qualified legal counsel to have the restrictions lifted from the date of Closing security. (as defined belowb) until The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date, no interest (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction. (c) No fractional shares of Common Stock shall be accrued under issuable upon a conversion hereunder and the Convertible Promissory Notes. number of shares to be issued shall be rounded up or down to the nearest whole share. (d) The capitalization table issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company immediately that such tax has been paid. (e) The portion of the principal amount and accrued but unpaid interest on the Note, if any, which is converted into Common Stock shall be canceled upon conversion. (f) The Notice of Conversion (Exhibit A) shall be given to the Company ten (10) days prior to Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of Conversion will be deemed given on the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyfollowing Business Day.

Conversion. Subject to and upon compliance with the provisions of the Indenture, each Holder is entitled, at such Holder's option, at any time following the original issue date of the Notes and on or before the close of business on the Business Day immediately preceding the Stated Maturity of the Notes, or in case this Note or a portion hereof is called for redemption or the Holder hereof has exercised its right to require the Company to repurchase this Note or a portion hereof, then in respect of this Note until but (unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be) not after, the close of business on the Business Day immediately preceding the Redemption Date or the Repurchase Date, as the case may be, to convert this Note (or any portion of the principal amount hereof that is an integral multiple of $1,000, provided that the unconverted portion of such principal amount is at least $1,000) into fully paid and nonassessable shares of Common Stock at an initial Conversion Rate of 20.1846 shares of Common Stock for each $1,000 principal amount of Notes (or at the current adjusted Conversion Rate if an adjustment has been made as provided in the Indenture, including pursuant to Section 12.03(2) thereof)) by surrender of this Note, duly endorsed or assigned to the Company or in blank and, in case such surrender shall be made during the period from close of business on any regular record date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except if this Note or a portion hereof has been called for redemption on a Redemption Date or is repurchasable on a Repurchase Date and the conversion rights of this Note, or such portion hereof, would terminate during the period between such regular record date and the close of business on such Interest Payment Date), also accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest (and Liquidated Damages, if any) payable on such Interest Payment Date on the principal amount of this Note then being converted, and also the conversion notice hereon duly executed (and, if required, a Surrender Certificate and such other deliveries specified in Section 12.02(e) of the Indenture), to the Company at a Place of Conversion; provided, however, that if this Note or portion hereof has been called for redemption on a Redemption Date or is repurchasable on a Repurchase Date and the conversion rights of this Note, or such portion hereof, would terminate during the period between such regular record date and the close of business on such Interest Payment Date, then the Holder of this Note on such regular record date will be entitled to receive the interest (and Liquidated Damages, if any) accruing hereon from the Interest Payment Date next preceding the date of such conversion to such succeeding Interest Payment Date and the Holder of this Note who converts this Note or a portion hereof during such period shall not be required to pay such interest (and Liquidated Damages, if any) upon surrender of this Note for conversion. Subject to the terms provisions of the preceding sentence, and, in the case of conversion after the close of business on the regular record date next preceding an Interest Payment Date and conditions on or before the close of business on such Interest Payment Date, to the right of the Holder to receive the related installment of interest (and Liquidated Damages, if any) to the extent provided in the Indenture, no cash payment or adjustment in respect of payments of interest (and Liquidated Damages, if any) on this Note or portion hereof is to be made on conversion for interest or Liquidated Damages, if any, accrued hereon from the Interest Payment Date next preceding the day of conversion, or for dividends on the Common Stock issued on conversion hereof. The Company shall thereafter deliver to the Holder the fixed number of shares of Common Stock (together with any cash adjustment, as provided in the Indenture) into which this Note is convertible and such delivery will be deemed to satisfy the Company's obligation to pay the principal amount of this AgreementNote. No fractions of shares or scrip representing fractions of shares will be issued on conversion, at but instead of any fractional interest (calculated to the Closing and concurrently with nearest 1/100th of a share) the sale and purchase of Company will pay a cash adjustment as provided in the Series C Closing SharesIndenture. The Conversion Rate is subject to adjustment as provided in the Indenture. In addition, the entire CB Principal and any and all accumulated but unpaid interest thereon as Indenture provides that in case of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and certain consolidations or mergers to which the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of is a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors party (other than Holding Entitya consolidation or merger in which the Company is the surviving or continuing entity and that does not result in any reclassification, conversion, exchange or cancellation of the Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders, so that this Note, if then outstanding, will be convertible thereafter, during the period this Note shall be convertible as specified above, only into the kind and amount of securities, cash and property receivable upon such consolidation, merger sale or conveyance by a holder of the number of shares of Common Stock into which this Note could have been converted immediately prior to such consolidation, merger, sale or conveyance (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares). No fractional shares of adjustment in the Company Conversion Rate will be issued to Evergreen. Notwithstanding made until such adjustment would require an increase or decrease of at least 1% of such rate, provided that any adjustment that would otherwise be made, but for the application of the foregoing, will be carried forward and taken into account in the conversion computation of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyany subsequent adjustment.

Conversion. Subject to and in compliance with the provisions of the Indenture, commencing on the first trading date on the TASE until 5:00 p.m. (New York City time) on ___________ _____, 2011, inclusive (but if such last date is not a trading day on the TASE, then the last date to convert the Notes will be the first trading day on the TASE after such date), the holder hereof has the right, at its option, to convert the principal amount of the Notes, in integral multiples of $1.00 amounts into the Issuer’s Ordinary Shares at the Conversion rate in effect at such time, subject to adjustment from time to time as provided in Section 14.04 of the Indenture, upon surrender of this Note with the form entitled “Conversion Notice” on the reverse hereof duly completed, to the Issuer at the office or agency of the Issuer maintained for that purpose in accordance with the terms and conditions of this Agreementthe Indenture, or at the Closing and concurrently with the sale and purchase option of the Series C Closing Sharessuch holder, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31Corporate Trust Office, 2019 (and, unless the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company shares issuable on conversion are to be issued in the same name as this Note, duly endorsed for transfer. The Conversion Rate is subject to Evergreen adjustment if the Issuer consummates one or more on or before _____, 2006, or in certain circumstances on or before _______, 2006, subject to and as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance provided in Section 14.04 of the Converted Shares pursuant to this Indenture. In certain circumstances described in Section 1.2 and the issuance of a deed of release by Evergreen14.04, the Company Issuer may elect that the adjustment to the Conversion Rate otherwise provided for in the Indenture shall not and will not apply not to apply in certain circumstances. The Conversion Rate is also subject to adjustment as a result of certain corporate events such as consolidation, reclassification, stock split, payment of bonus shares (stock dividends), mergers or rights offering, as provided in Section 14.05 of the Indenture. Fractional shares will not be released from all its ongoing obligations and liabilities under the Convertible Promissory Notesissued upon any conversion of this Note. The number of the Converted Ordinary Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share issuable upon conversion of the Converted Shares which shall Notes will be equal rounded down to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity)nearest whole number. No fractional shares payment of the Company cash or in kind will be issued to Evergreenmade in lieu of fractional shares. Notwithstanding No accrued interest will be payable by the foregoing, Issuer upon the conversion of this Note into the Converted Shares shall be regarded as being completed upon EvergreenIssuer’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory NotesOrdinary Shares. The capitalization table holder’s right to accrued interest, if any, will be lost up conversion of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelythis Note into Ordinary Shares.

Conversion. Subject (a) (i) Conversions at Option of Holder. Each share of Preferred Stock shall be convertible into shares of Common Stock (subject to the terms and conditions of this Agreementlimitations set forth in Section (a)(iii)) at the Conversion Ratio (as defined in Section 8), at the Closing option of the Holder, at any time and concurrently from time to time from and after the Original Issue Date. Holders shall effect conversions by providing the Company with the sale and purchase form of conversion notice attached hereto as Exhibit A (a "Holder Conversion Notice"). Each Holder Conversion Notice shall specify the Series C Closing Sharesnumber of shares of Preferred Stock to be converted, the entire CB Principal number of shares of Preferred Stock owned prior to the conversion at issue, number of shares of Preferred Stock owned subsequent to the conversion at issue and any and all accumulated but unpaid interest thereon as of January 31the date on which such conversion is to be effected, 2019 which date may not be prior to the date the Holder delivers such Conversion Notice by facsimile (the “"Holder Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”Date"). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of shares of Preferred Stock shown as owned by the Converted Shares Holder prior to and giving effect to a conversion shall control absent manifest or mathematical error. If no Holder Conversion Date is specified in a Holder Conversion Notice, the Holder Conversion Date shall be determined by dividing (ithe date that such Holder Conversion Notice is deemed delivered hereunder. To effect conversions of Preferred Stock, a Holder shall not be required to surrender the certificate(s) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional representing such shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release Preferred Stock to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table unless all of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyshares of Preferred Stock represented thereby are so converted.

Conversion. Subject to At any time on or after the terms and conditions of this AgreementIssuance Date, at the Closing and concurrently with the sale and purchase request of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 Holder (the “Conversion PriceElection”) shall), upon election of Evergreenthis Note shall be convertible, be converted in whole or in part, into (and the Company shall issue) such number of Series C Preferred fully paid and non-assessable Common Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be is determined by dividing (ix) the outstanding Principal Amount and the Interest Amount then accrued hereon by (y) the Conversion Price by (iias defined in Section 3.2(a) hereof) then in effect (the price per share of “Conversion Rate”); provided, however, that the Converted Shares which Conversion Price, defined below, shall be equal subject to 95% adjustment as described in Section 3.4 of the purchase price per share of the Series C Closing Shares purchased this Note. The Holder shall effect a Conversion Election by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release delivering to the Company the form of Notice of Conversion attached hereto as Exhibit B (a “Notice of Conversion”), specifying therein the principal amount of Notes to be converted and the date on which such conversion is to be effected (a “Conversion Date”). For If no Conversion Date is specified, in a Notice of Conversion, the avoidance Conversion Date shall be the date that such Notice of doubtConversion is provided hereunder. To effect Conversion Elections hereunder, from the Holder shall not be required to physically surrender Notes to the company unless the entire Principal Amount of this Note plus the Interest Amount thereon shall have been so converted. Conversions hereunder shall have the effect of lowering the outstanding Principal Amount in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the Principal ▇▇▇▇▇▇ converted and the date of Closing such conversions. The Company shall deliver any objection to any Notice of Conversion within three (as defined below3) until Trading Days of receipt of such Notice of Conversion. In the Conversion Dateevent of any dispute or discrepancy, no interest the records of the Holder shall be accrued under controlling and determinative in the Convertible Promissory Notesabsence of manifest error. The capitalization table Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company immediately prior within five (5) Trading Days following such request so that a new Note reflecting the correct Principal Amount may be issued to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyHolder.

Conversion. Subject (a) Immediately upon the amendment of the certificate of incorporation of the Corporation to increase the terms and conditions capitalization thereof to include a sufficient number of this Agreement, at shares of Common Stock to permit the Closing and concurrently with the sale and purchase conversion in full of the Series C Closing SharesA Preferred Stock, each share of Series A Preferred Stock shall be automatically converted into the entire CB Principal and any and all accumulated but unpaid interest thereon as number of January 31, 2019 shares of Common Stock equal to the quotient of (a) the “Stated Value divided by (b) the Conversion Price”) shall, upon election of Evergreenprovided, be converted into (and that, in the Company event that such quotient shall issue) result in any fractional share, such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shares shall be released from all its ongoing obligations and liabilities under rounded to the Convertible Promissory Notes. The next whole number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreenshares. Notwithstanding the foregoing, in the event that the amendment of the certificate of incorporation of the Corporation shall not take place and be effective on or prior to January 31, 2001, the Conversion Price shall decrease by 20% per month or portion thereof thereafter until such amendment shall take place and be effective, provided that in no event shall the Conversion Price be less than the par value per share of Common Stock. The preceding sentence does not apply to any shares of Series A Preferred Stock held by Sequel Technology Corporation ("Sequel"), a Washington corporation, as either the beneficial or record holder, or held by any person or entity either controlling, or controlled by, Sequel. (b) Upon such conversion, all amounts otherwise payable with respect to the Series A Preferred Stock shall be deemed paid in full by the issuance of such shares of Common Stock. Upon the conversion thereof in accordance with this Section 6, the shares of Series A Preferred Stock shall be canceled and shall become authorized, but unissued, shares of capital stock of the Corporation. (c) In the event that the Corporation shall at any time after the date of the issuance of any shares of Series A Preferred Stock (A) declare a dividend on the outstanding Common Stock payable in shares of its capital stock, (B) subdivide the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation), then, in each case, the Conversion Price at the time of the record date for the determination of stockholders entitled to receive such dividend or distribution or of the effective date of such subdivision, combination, or reclassification shall be adjusted so that it shall equal the Conversion Price theretofore in effect multiplied by a fraction, the numerator of which shall equal the number of shares outstanding immediately prior to the effective date of such event and the denominator of which shall equal the number of shares outstanding immediately following the effective date of such event. (d) In case of any capital reorganization, other than in the cases referred to in paragraph (c) of this Section 6, or the consolidation or merger of the Corporation with or into another corporation (other than a merger or consolidation in which the Corporation is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Stock or the conversion of such outstanding shares of Common Stock into shares of other stock or other securities or property), or in the Converted Shares shall be regarded as being completed upon Evergreen’s issuance case of a conversion notice any sale, lease, or conveyance to another corporation of the property and a deed assets of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table any nature of the Company immediately prior as an entirety or substantially as an entirety (such actions being hereinafter collectively referred to and after as "Reorganizations"), there shall thereafter be deliverable upon conversion of each share of Series A Preferred Stock (in lieu of the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectively.number of shares of Common Stock theretofore

Conversion. Subject (a) The Lender may, at Lender's option, at any time, and ▇▇▇▇ ▇ime to time, prior to payment in full of this Note, convert the outstanding unpaid balance of this Note and any interest accrued pursuant to paragraph 3 above but unpaid (the "Conversion Amount"), in whole or in part (but only into full shares), into fully paid and non-assessable shares of the common stock, $.005 par value of Borrower's common shares (the "Common Shares"), at a price of $0.1585 per Common Share, subject to adjustment pursuant to paragraph 5(b) hereof (the "Conversion Rate"). In order to exercise this conversion right, the Lender must send written notice of the conversion to Borrower at least 2 days prior to the terms and conditions of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 specified conversion date (the “a "Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”Notice"). Immediately following On the issuance of conversion date (or as soon thereafter as is reasonably practicable), Borrower shall issue to Lender a share certificate for the Converted Common Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company acquired upon conversion. (b) The Conversion Rate shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing subject to adjustment: (i) if Borrower at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Common Shares into a greater number of shares, in which case the Conversion Price by Rate in effect immediately prior to the subdivision will be proportionately reduced; (ii) if Borrower at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding Common Shares into a smaller number of shares, in which case the Conversion Rate in effect immediately prior to that combination will be proportionately increased; or (iii) upon the issuance by Borrower of Common Shares, or of rights, options, warrants, or other securities convertible into Common Shares, at a price per share that is less than the Conversion Rate, in which case the Conversion Rate shall be adjusted so that it is equal to such per share price. (c) Notwithstanding any other provisions of this Section 5 to the contrary, the conversion rights of Lender shall be subject to compliance with all applicable federal and state securities laws, and Lender agrees to execute all ▇▇▇▇▇▇ed agreements and documents required by Borrower to establish compliance with such laws. (d) Borrower shall at all times reserve and keep available and free of preemptive rights out of its authorized but unissued Common Shares, solely for the purpose of issuance upon conversion of the Converted Note, that number of Common Shares which as shall from time to time be equal sufficient to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, effect the conversion of the Converted Note, and if at any time the number of authorized but unissued Common Shares shall not be regarded as being completed upon Evergreen’s issuance sufficient to effect the conversion of the Note, Borrower shall take the corporate action necessary to increase the number of its authorized Common Shares to a conversion notice and a deed of release number sufficient for this purpose. (e) Notwithstanding anything in this Note to the Company contrary, the rights granted to Lender by this Section 5 (the “"Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined belowRights") shall not become effective unless and until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table registered owners of 100% of the Company immediately prior Class B Convertible Preferred Stock of the Borrower (the "Preferred Holders") have delivered written notice to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyBorrower of the waiver of the Preferred Holders of the rights granted to the Preferred Holders pursuant to section 5 of the PharmaKinetics Laboratories, Inc. Articles Supplementary dated April 17, 2000 in connection with the Conversion Rights.

Conversion. Subject (a) The Holder shall be entitled at any time prior to the terms and conditions Maturity Date (or, in the event this Note has been called for redemption or the Holder has exercised any of this Agreementits rights pursuant to Section 3 below, at the Closing and concurrently with the sale and purchase then (only in respect of the Series C Closing Sharesprincipal amount to be redeemed or repurchased) until and including, but (unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be) not after, the entire CB Principal close of business on the second Business Day next preceding the Redemption Date or the date of the Repurchase Notice, as the case may be) to convert this Note as a whole, or from time to time in part (in any principal amount that is an integral multiple of $50,000,000 or, if less, the aggregate principal amount outstanding), into newly issued, fully paid and any and all accumulated but unpaid interest thereon as nonassessable shares of January 31Class A Common Stock, 2019 par value $0.01 per share (the “Conversion Price”) shall"Class A Common Stock"), upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company at the conversion price per share of Class A Common Stock issuable upon such conversion (each such share, a "Conversion Share" and such price per share, the "Conversion Price") in effect on the applicable Satisfaction Date (as herein defined), by delivering to the Company a written notice of its election to convert this Note (a "Conversion Notice"), specifying the principal amount to be issued to Evergreen as set forth opposite Evergreen’s name converted. The Conversion Price on Schedule II attached hereto the date of the Investment Agreement was $72.82 (the “Converted Shares”"Initial Conversion Price"). Immediately , and the Conversion Price in effect on the applicable Satisfaction Date shall be the Initial Conversion Price as it shall have been adjusted from time to time pursuant to Section 1(g). (b) In connection with any conversion: (i) The Company shall (A) if requested by the Holder, file or cause to be filed, on or prior to the twentieth day following the issuance date of the Converted Shares Conversion Notice, or as soon thereafter as may be reasonably practicable, with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, all reports and other documents required to be filed by it under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and ▇▇▇ ▇▇▇▇s and regulations thereunder (the "HSR Act") concerning the acquisition of securities pursuant to such conversion, (B) promptly comply with or cause to be complied with any requests by the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice for additional information, so that the waiting period applicable to the acquisition of securities pursuant to such conversion under the HSR Act shall expire as soon as reasonably practicable, and (C) if requested by the Holder, request early termination of such waiting period. Nothing in this Section 1.2 1(b)(i) shall be deemed to require the Company to (A) waive any rights or agree to any limitation on its operations or to dispose of any securities or assets or collection of securities or assets, or (B) incur any material out-of-pocket costs other than attorneys' fees and disbursements, it being understood that all HSR Act filing fees shall be paid by the issuance Holder. (ii) Promptly following its receipt of a deed of release by Evergreenthe Conversion Notice and from time to time thereafter, the Company shall take or cause to be released taken all reasonable actions, and shall do or cause to be done, and shall assist and cooperate with the Holder in doing, all things reasonably necessary to effect the conversion in the most expeditious manner practicable, including attempting to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of any necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any action or proceeding by, any Governmental Authority. Nothing in this Section 1(b)(ii) shall be deemed to require the Company to (A) waive any rights or agree to any limitation on its ongoing obligations operations or to dispose of any securities or assets or collection of securities or assets, or (B) incur any material out-of-pocket costs other than attorneys' fees and liabilities disbursements and any filing fees required to be paid by the Company by applicable law. (iii) Prior to the issuance and delivery of the Conversion Shares, the Company shall (A) effect and/or maintain such registrations with Governmental Authorities, and obtain such approvals by Governmental Authorities, as may be necessary under any United States federal or state law (including the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and state securities and "blue sky" laws), in each case to the extent necessary, and only to the extent necessary, for the Conversion Shares to be lawfully issued and delivered as provided herein and listed or qualified for quotation as contemplated by clause (B) of this subsection 1(b)(iii), and (B) cause the Conversion Shares to be qualified for quotation, subject to notice of issuance, on the Nasdaq Stock Market or such other inter-dealer quotation system, if any, on which the Class A Common Stock is then quoted or cause the Conversion Shares to be listed, subject to notice of issuance, on each national securities exchange on which the Class A Common Stock is listed or traded at the time of such delivery, in each case to the extent permitted by the rules of the Nasdaq Stock Market or such securities exchange, as the case may be. (iv) It shall be a condition precedent to the effectiveness of such conversion that (A) any waiting period applicable thereto under the Convertible Promissory NotesHSR Act shall have elapsed or been terminated, and (B) any authorization, consent, order and approval of, or declaration or filing with, and any other waiting period imposed by, any Governmental Authority in connection therewith shall have been received or filed or shall have elapsed or been terminated, as the case may be. The number Not later than the second Business Day following the satisfaction of the Converted Shares foregoing conditions precedent (or, if no waiting period is applicable to the conversion under the HSR Act and no authorization, consent, order, approval, declaration, filing or other waiting period is required or imposed, then the third Business Day following the date of the Conversion Notice) (such second or third Business Day, as the case may be, the "Satisfaction Date"), the Company shall deliver to the Holder, upon the surrender of this Note, a certificate or certificates representing the Conversion Shares, registered in the name of the Holder or its designee and containing such legends as the Company and the Holder shall agree, and a replacement note identical to this Note but having a principal amount equal to the principal amount not theretofore converted, redeemed or repurchased (if any). Any conversion shall be determined by dividing (i) deemed to have been made as of the applicable Satisfaction Date, and the Holder shall be treated for all purposes as the record holder of the Conversion Shares as of such Satisfaction Date. (c) The Company will not issue fractional Conversion Shares upon conversion of this Note. In lieu thereof, the Company will pay an amount in cash based upon the Daily Market Price by (ii) the price per share of the Converted Class A Common Stock on the trading day prior to the Satisfaction Date or, at its option, shall round up to the next higher whole share. (d) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Class A Common Stock, for the purpose of effecting the conversion of this Note, the maximum number of shares of Class A Common Stock then issuable upon the conversion of this Note. (e) Except as provided in the next sentence, the Company shall pay any and all transfer taxes, stamp taxes and similar taxes and duties that may be payable in respect of the issue or delivery of Conversion Shares on conversion of this Note. The Company shall not, however, be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue and delivery of Conversion Shares in a name other than that of the Holder, and no such issue or delivery shall be equal made unless and until the person requesting such issue has paid to 95% the Company the amount of any such tax or duty, or has established to the satisfaction of the Company that such tax or duty has been paid. (f) The Company agrees that all shares of Class A Common Stock which may be delivered upon conversion of this Note, upon such delivery, shall have been duly authorized and validly issued and shall be fully paid and nonassessable (and shall be issued out of the Company's authorized but unissued Class A Common Stock) . (g) The Conversion Price in effect on the date of any Conversion Notice shall reflect any and all adjustments to the Initial Conversion Price effected on or following the date of the Investment Agreement and on or prior to the applicable Satisfaction Date, in accordance with the following provisions: (i) In case the Company shall (1) pay a dividend in shares of Class A Common Stock to all holders of Class A Common Stock, (2) make a distribution in shares of Class A Common Stock to all holders of Class A Common Stock, (3) subdivide its outstanding shares of Class A Common Stock into a greater number of shares of Class A Common Stock or (4) combine its outstanding shares of Class A Common Stock into a smaller number of shares of Class A Common Stock, the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder shall upon the conversion of this Note be entitled to receive the number of shares of Class A Common Stock which the Holder would have owned immediately following such action had the Note been converted immediately prior thereto. Any adjustment made pursuant to this (g) (i) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. (ii) In case the Company shall issue rights or warrants to all or substantially all holders of Class A Common Stock entitling them (for a period commencing no earlier than the record date for the determination of holders of Class A Common Stock entitled to receive such rights or warrants and expiring not more than 45 days after such record date) to subscribe for or purchase shares of Class A Common Stock (or securities convertible into Class A Common Stock) at a price per share less than the current market price (as determined pursuant to subsection 1(g)(vi)) of the Series C Closing Shares purchased Class A Common Stock on such record date, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction of which the numerator shall be the number of shares of Class A Common Stock outstanding on such record date, plus the number of shares of Class A Common Stock which the aggregate offering price of the offered shares of Class A Common Stock (or the aggregate conversion price of the convertible securities so offered) would purchase at such current market price, and of which the denominator shall be the number of shares of Class A Common Stock outstanding on such record date plus the number of additional shares of Class A Common Stock offered (or into which the convertible securities so offered are convertible). Such adjustment shall become effective immediately after such record date. (iii) In case the Company shall distribute to all or substantially all holders of Class A Common Stock shares of Capital Stock of the Company other Investors than Class A Common Stock, evidences of Indebtedness or other assets (other than Holding Entitycash dividends out of current or retained earnings). No fractional , or shall distribute to all or substantially all holders of Class A Common Stock, rights or warrants to subscribe for securities (other than those referred to in subsection 1(g)(ii)), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price (determined as provided in subsection 1(g)(vi)) of the Class A Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors or a duly authorized committee thereof, whose determination shall be conclusive evidence of such fair market value and described in a Board Resolution) of the portion of shares of Capital Stock, evidences of Indebtedness or other assets so distributed in respect of, or of such rights or warrants applicable to, one share of Class A Common Stock, and of which the Company will denominator shall be issued such current market price of the Class A Common Stock. Such adjustment shall become effective immediately after the record date for the determination of the holders of Class A Common Stock entitled to Evergreenreceive such distribution. Notwithstanding the foregoing, in the conversion event that the Company shall distribute rights or warrants (other than those referred to in subsection 1(g)(ii)) ("Rights") pro rata to holders of Class A Common Stock, the Company may, in lieu of making any adjustment pursuant to this subsection 1(g)(iii), make proper provision so that if the applicable Satisfaction Date occurs after the record date for such distribution and prior to the expiration or redemption of the Converted Shares Rights the Holder shall be regarded entitled to receive upon such conversion, in addition to the Conversion Shares, a number of Rights to be determined as being completed upon Evergreen’s issuance follows: (i) if the Satisfaction Date occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights (the "Distribution Date"), the same number of Rights to which a holder of a conversion notice and a deed number of release shares of Class A Common Stock equal to the Company number of Conversion Shares is entitled at the Satisfaction Date in accordance with the terms and provisions of and applicable to the Rights; and (ii) if the “Conversion Date”). For Satisfaction Date occurs after the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Distribution Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table same number of Rights to which a holder of the number of shares of Class A Common Stock into which the principal amount of the Note so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights. (iv) In case the Company shall, by dividend or otherwise, at any time distribute to all or substantially all holders of its Class A Common Stock cash (including any distributions of cash out of current or retained earnings of the Company but excluding any cash that is distributed as part of a distribution requiring a Conversion Price adjustment pursuant to subsection 1(g)(iii)) in an aggregate amount that, together with the sum of (x) the aggregate amount of any other distributions to all or substantially all holders of its Class A Common Stock made in cash plus (y) all Excess Payments, in each case made within the 12 months preceding the date fixed for determining the stockholders entitled to such distribution (the "Distribution Record Date") and in respect of which no Conversion Price adjustment pursuant to subsection 1(g)(iii) or 1(g)(v) or this subsection 1(g)(iv) has been made, exceeds 10% of the product of the current market price per share (determined as provided in subsection 1(g)(vi)) of the Class A Common Stock on the Distribution Record Date times the number of shares of Class A Common Stock outstanding on the Distribution Record Date (excluding shares held in the treasury of the Company), the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this subsection 1(g)(iv) by a fraction of which the numerator shall be the current market price per share (determined as provided in subsection 1(g)(vi)) of the Class A Common Stock on the Distribution Record Date less the amount of such cash distributions and after Excess Payments applicable to one share (based on the Closing is enclosed hereto as Schedule I-C pro rata portion of the aggregate amount of such cash distributions and Schedule I-D respectively.

Conversion. Subject (a) (i) Conversions at Option of Holder. Each share of Preferred Stock shall be convertible into shares of Common Stock (subject to the terms and conditions limitations set forth in Section 5(a)(iii) hereof) at the Conversion Ratio (as defined in Section 8) at the option of this Agreementthe Holder, at any time and from time to time, from and after the Closing 120th day following the Original Issue Date (the "Initial Conversion Date"), thereafter any conversions of Preferred Stock are limited in each monthly period to 25% of the number of shares of Preferred Stock originally issued to the Holder on the Original Issue Date, on a cumulative basis (for example, during the first month following the Initial Conversion Date, the Holder may convert up to 25% of the number of shares of Preferred Stock issued to it on the Original Issue Date and concurrently during the first two (2) months following the Initial Conversion Date the Holder may convert up to 50% of the number of shares of Preferred Stock issued to it on the Original Issue Date). Holders shall effect conversions by surrendering the certificate or certificates representing the shares of Preferred Stock to be converted to the Company, together with the sale form of conversion notice attached hereto as Exhibit A (a "Conversion Notice"). Each Conversion Notice shall specify the number of shares of Preferred Stock to be converted and purchase of the Series C Closing Sharesdate on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Conversion Notice by facsimile (the "Conversion Date"). If no Conversion Date is specified in a Conversion Notice, the entire CB Principal and Conversion Date shall be the date that the Conversion Notice is deemed delivered hereunder. If the Holder is converting less than all shares of Preferred Stock represented by the certificate or certificates tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreenreason, the Company shall be released from all its ongoing obligations promptly deliver to such Holder (in the manner and liabilities under within the Convertible Promissory Notes. The time set forth in Section 5(b)) a certificate for such number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyhave not been converted.

Conversion. Subject The Holder is entitled, at its option after the date that is 180 days after the date hereof, subject to the terms and conditions following provisions of this AgreementSection 4, to convert all or a portion of this Debenture into shares of Common Stock of the Company, $0.01 par value per share ("Common Stock"), at any time until the Closing and concurrently with Maturity Date, at a conversion price for each share of Common Stock equal to the sale and purchase amount of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 $0.112 (the “"Conversion Price”) shall"); provided that the principal amount being converted is at least US $10,000.00 (unless if at the time of such election to convert the aggregate principal amount of all Debentures registered to the Holder is less than Ten Thousand Dollars (US $10,000.00), upon election of Evergreen, be converted into (and then the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”whole amount thereof). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of shares of Common Stock issuable upon exercise of this Debenture (the Converted "Conversion Shares") and the Conversion Price may be adjusted from time to time as hereinafter set forth. The number of Conversion Shares into which such Debentures are convertible shall be determined by dividing (ia) the principal amount of the Debentures to be converted by (b) the Conversion Price then in effect. In order to convert the principal amount of this Debenture, or any portion thereof, the Holder shall send by facsimile transmission (ii) and confirm such transmission by telephone or voicemail message), a notice of conversion to the price per share of Company, stating the Converted Shares which shall principal amount to be equal converted and the applicable Conversion Price, and prior to 95% of Conversion, the purchase price per share of Holder must physically surrender this Debenture to the Series C Closing Shares purchased by other Investors (other than Holding Entity)Company. No fractional shares of the Company Common Stock or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to Evergreenthe nearest whole share. Notwithstanding The date on which notice of conversion is given (the foregoing"Conversion Date") shall be deemed to be the date on which the Holder faxes or otherwise delivers the conversion notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company, provided that the Holder shall deliver to the Company's transfer agent or the Company the original Debentures being converted within five (5) business days thereafter (and if not so delivered within such time, the conversion Conversion Date shall be the date on which the later of the Converted Shares Notice of Conversion and the original Debentures being converted is received by the Company). Facsimile delivery of the Notice of Conversion shall be regarded accepted by the Company at facsimile number (▇▇▇) ▇▇▇-▇▇▇▇; ATTN: Corporate Secretary, or at such other facsimile number as being completed upon Evergreen’s issuance of a conversion notice and a deed of release the Company may provide to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyHolder.

Conversion. Subject to the terms and conditions provisions of this Agreementthe Indenture, the Holder hereof has the right, at its option, at any time following the Closing and concurrently with the sale and purchase date of issuance of the Series C Closing SharesSecurities and prior to the close of business on the Business Day next preceding March 15, 2007 (except that with respect to any Security or portion of a Security which shall be called for redemption, prior to the entire CB Principal and any and all accumulated but unpaid interest thereon as close of January 31, 2019 business five days prior to the Redemption Date) (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and unless the Company shall issue) default in payment of the Redemption Price), to convert the Principal Amount hereof or any portion of such principal which is $1,000 or an integral multiple thereof, into that number of Series C Preferred Shares fully paid and non-assessable shares of Common Stock, as said shares shall be constituted at the date of conversion, obtained by dividing the Principal Amount of this Security or portion thereof to be converted by the conversion price of $24.34 (the "CONVERSION PRICE") as adjusted from time to time as provided in the Indenture, upon surrender of this Security, together with a Conversion Notice as provided in the Indenture, to the Company at the office or agency of the Company maintained for that purpose in Boston, Massachusetts, which is initially the Corporate Trust Office, and, unless the shares issuable on conversion are to be issued in the same name as this Security, duly endorsed by, or accompanied by instruments of transfer in form satisfactory to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by EvergreenCompany duly executed by, the Company Holder or by his duly authorized attorney. No adjustment in respect of interest or dividends will be made upon any conversion; PROVIDED, HOWEVER, that, if this Security shall be released surrendered for conversion during the period from all its ongoing obligations the close of business on any Regular Record Date for the payment of interest through the close of business on the Business Day next preceding the following Interest Payment Date, and liabilities under has not been called for redemption on a Redemption Date that occurs during such period, such Security (or portion thereof being converted) must be accompanied by an amount, in funds acceptable to the Convertible Promissory Notes. The number of Company, equal to the Converted Shares interest payable on such Interest Payment Date on the Principal Amount being converted; PROVIDED, HOWEVER, that no such payment shall be determined by dividing (i) required if there shall exist at the Conversion Price by (ii) time of conversion a default in the price per share payment of interest or Additional Amounts on the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity)Securities. No fractional shares will be issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Securities for conversion. Securities in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date may be converted only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture. Any Securities called for redemption, unless surrendered for conversion by the Holders thereof on or before the close of business five days prior to the date fixed for redemption, may be deemed to be redeemed from such Holders for an amount equal to the applicable Redemption Price, by one or more investment banks or other purchasers who may agree with the Company (i) to purchase such Securities from the Holders thereof and convert them into shares of the Common Stock and (ii) to make payment for such Securities as aforesaid to the Trustee in trust for the Holders. [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] [INCLUDE IF SECURITY IS A RESTRICTED SECURITY -- Subject to certain limitations in the Indenture, at any time when the Company is not subject to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended, upon the request of a Holder of a Restricted Security, the Company will promptly furnish or cause to be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing furnished Rule 144A Information (as defined below) until to such Holder of Restricted Securities, or to a prospective purchaser of any such security designated by any such Holder, to the Conversion Dateextent required to permit compliance by any such Holder with Rule 144A under the Securities Act of 1933, no interest as amended (the "SECURITIES ACT"). "RULE 144A INFORMATION" shall be accrued such information as is specified pursuant to Rule 144A(d)(4) under the Convertible Promissory NotesSecurities Act (or any successor provision thereto).] If an Event of Default shall occur and be continuing, the Principal Amount plus interest accrued and Additional Amounts, if any, through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The capitalization table Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company immediately prior and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate Principal Amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate Principal Amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in Principal Amount of Outstanding Securities a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of said principal hereof or interest hereon on or after the Closing respective due dates expressed herein or for the enforcement of any conversion right. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is enclosed hereto absolute and unconditional, to pay the Principal Amount or Fundamental Change Repurchase Price of, and interest and Additional Amounts, if any, on, this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in Boston, Massachusetts, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate Principal Amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form in denominations of $1,000 and any integral multiple of $1,000 above that amount, as Schedule I-C provided in the Indenture and Schedule I-D respectively.subject to certain limitations therein set forth. Securities are exchangeable for a like aggregate Principal Amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 18 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 19

Conversion. Subject to and upon compliance with the provisions of the Indenture, the registered holder of this Note has the right at any time on or before the close of business on the last Trading Day prior to the Maturity Date (or in case this Note or any portion hereof (a) is called for redemption before the close of business on the last Trading Day prior to the Redemption Date (unless the Company Defaults in payment of the Redemption Price in which case the conversion right will terminate at the close of business on the date such Default is cured) or (b) is subject to a duly completed election for repurchase, on or before 5:00 p.m., New York City time, on the last Trading Day prior to the Fundamental Change Payment Date (unless the Company defaults in payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase) to convert the principal amount hereof, or any portion of such principal amount which is $1,000 or integral multiples thereof, into that number of fully paid and non-assessable shares of Class A Common Stock obtained by dividing the principal amount of the Note or portion thereof to be converted by the conversion price of $3.3075 per share, as adjusted from time to time as provided in the Indenture (the "Conversion Price"), upon surrender of this Note to the Company at the office or agency maintained for such purpose (and at such other offices or agencies designated for such purpose by the Company), accompanied by written notice of conversion duly executed (and if the shares of Class A Common Stock to be issued on conversion are to be issued in any name other than that of the registered holder of this Note by instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or its duly authorized attorney) and, in case such surrender shall be made during the period from the close of business on the Regular Record Date immediately preceding any Interest Payment Date through the close of business on the last Trading Day immediately preceding such Interest Payment Date, also accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount of this Note then being converted. Subject to the terms and conditions aforesaid requirement for a payment in the event of this Agreement, at conversion after the Closing and concurrently with the sale and purchase close of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name business on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Regular Record Date immediately preceding an Interest Payment Date, no interest adjustment shall be made on conversion for interest accrued under the Convertible Promissory Noteshereon or for dividends on shares of Class A Common Stock delivered on conversion. The capitalization table right to convert this Note is subject to the provisions of the Indenture relating to conversion rights in the case of certain consolidations, mergers or sales or transfers of substantially all the Company's assets. The Company immediately prior to and after shall not issue fractional shares or scrip representing fractions of shares of Class A Common Stock upon any such conversion, but shall pay cash in lieu of such fractional shares in the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelymanner described in the Indenture.

Conversion. Subject (a) The Holder of this Note shall have the right, at its option, at any time the Fair Market Value of the Common Stock of Electropure shall equal or exceed One Dollar ($1.00) and up until 5:00 P.M. Los Angeles time on the fifth (5th) day immediately before the Maturity Date (except that, with respect to any portion of this Note which shall be called for prepayment, such right shall as to such portion terminate at 5:00 P.M. Los Angeles time on the fifth (5th) day immediately prior to the Prepayment Date (as defined in Section 2 hereof)), to convert all or any portion of this Note, including interest accrued thereon, subject to the terms and conditions provisions of this AgreementSection 1, into Electropure Class A Common Stock (the "Conversion Shares") at and having a value equal to One Dollar ($1.00) per share (the "Conversion Price"). The Conversion Shares shall have the rights, preferences and privileges set forth in Exhibit "A" to the Settlement Agreement under DESCRIPTION OF CAPITAL STOCK - "Common Stock". (b) As promptly as practicable after the surrender, as herein provided, of this Note for conversion, Electropure shall deliver or cause to be delivered, to or upon the written order of the Holder of this Note so surrendered, certificates representing the number of full shares into which this Note or any portion thereof may be converted in accordance with the provisions of this Section 1, together with any check in payment for fractional shares. Such conversion shall be deemed to have been made at the Closing and concurrently close of business on the date that this Note shall have been received by the Company for conversion, with a written Notice of Conversion duly executed, in satisfactory form for conversion, so that the sale and purchase rights of the Series C Closing SharesHolder of this Note as a Noteholder, to the entire CB Principal and any and all accumulated but unpaid interest thereon as extent of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares that portion of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by EvergreenNote so converted, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectively.cease

Conversion. Subject (a) The Holders shall, at all times on and after the first Business Day that is three months after the Issue Date, have the right to convert their shares of Preferred Stock, in whole or in part, into that number of whole shares of Common Stock for each share of Preferred Stock equal, subject to Section 6(j), to the terms and conditions quotient of this Agreement, at the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price Liquidation Preference divided by (ii) the price per share Conversion Price then in effect, with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9 (such quotient, the “Conversion Rate”). To convert shares of Preferred Stock into shares of Common Stock pursuant to this Section 6(a), such Holder shall give written notice (the “Optional Conversion Notice” and the date of such notice, the “Optional Conversion Notice Date”) to the Company stating that such Holder elects to so convert shares of Preferred Stock and shall state therein: (A) the number of shares of Preferred Stock to be converted, (B) the name or names in which such Holder wishes the shares of Common Stock to be issued, (C) the Holder’s computation of the Converted Shares which number of shares of Common Stock to be received by such Holder and (D) the Conversion Price on the Optional Conversion Notice Date. If a Holder validly delivers an Optional Conversion Notice in accordance with this Section 6(a), the Company shall issue the shares of Common Stock as soon as reasonably practicable, but not later than ten Business Days thereafter (the date of issuance of such shares, the “Optional Conversion Date”). Notwithstanding anything to the contrary, prior to the Requisite Approval Notice Date, no Preferred Stock may be equal converted into Common Stock. (b) On or after the first Business Day that is three years after the Issue Date, if the Holders have not elected to 95% convert all of their shares of Preferred Stock pursuant to Section 6(a), the Company shall have the right to provide each of the purchase price per share Holders with a written notice (the “Company Optional Conversion Notice”) giving the Holder the option to choose, in such Holder’s sole discretion, by delivering a writing to the Company within 30 days of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares receipt of the Company Optional Conversion Notice, to have all (but not less than all) of such Holder’s outstanding shares of Preferred Stock either (i) converted, in whole and not in part, into that number of whole shares of Common Stock for each share of Preferred Stock equal, subject to Section 6(j), to the quotient of (x) the Liquidation Preference divided by (y) the per share Conversion Price then in effect, with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9 or (ii) redeemed, in whole and not in part, in cash for an amount equal to the Company Redemption Preference; provided, that if the Company does not have sufficient liquidity or is otherwise unable to pay the applicable Company Redemption Preference (including if such redemption would at the time not be compliant with the provisions of the CHRA Credit Agreement and any other agreements governing the Company’s future or existing outstanding Indebtedness) to each Holder electing to have its Preferred Stock redeemed in cash, then all such Holders will continue to hold their Preferred Stock and shall not, for the avoidance of doubt, be issued required to Evergreenconvert their Preferred Stock into Common Stock. Notwithstanding the foregoing, the conversion Company may not issue a Company Optional Conversion Notice unless (A) the Average VWAP per share of the Converted Shares Common Stock during a 20 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Company Optional Conversion Notice Date is greater than 120% of the per share Conversion Price then in effect, (B) the Common Stock is then listed on a National Securities Exchange, (C) a registration statement for the re-sale of the Common Stock is then effective and (D) the Company is not then in possession of material non-public information (as determined by Regulation FD promulgated under the Exchange Act). (c) To issue a Company Optional Conversion Notice pursuant to Section 6(b), each such written notice shall state therein (A) the number of shares of Preferred Stock to be regarded converted or redeemed at the Holder’s option, (B) the per share Conversion Price and the Company Redemption Preference as being completed upon Evergreenof the date of such notice (the “Company Optional Conversion Notice Date”), (C) the Company’s issuance computation of the number of shares of Common Stock to be received by the Holder in the event such Holder elects to convert its Preferred Stock and (D) that the conditions set forth in Section 6(b) have been met as of the Company Optional Conversion Date (inclusive of reasonable supporting documentation in connection therewith). If the Company validly delivers a conversion notice and Company Optional Conversion Notice in accordance with this Section 6(c), then (x) if a deed of release Holder elects to convert its Preferred Stock pursuant to the Company Optional Conversion Notice, then the Company shall issue the shares of Common Stock as soon as reasonably practicable, but not later than ten Business Days after the Holder delivers its election (the date of issuance of such shares, the “Company Optional Conversion Date”) and (y) if a Holder elects for a redemption of its Preferred Stock in cash, then the Company and the Holder shall proceed with the redemption of such Preferred Stock in accordance with the provisions of Sections 7(b) and 7(c). (d) Upon conversion, each Holder shall surrender to the Company the certificates representing any shares held in certificated form to be converted during usual business hours at its principal place of business or the offices of its duly appointed Transfer Agent maintained by it, accompanied by (i) (if so required by the Company or its duly appointed Transfer Agent) a written instrument or instruments of transfer in form reasonably satisfactory to the Company or its duly appointed Transfer Agent duly executed by the Holder or its duly authorized legal representative and (ii) transfer tax stamps or funds therefor, if required pursuant to Section 6(i). (e) Immediately prior to the close of business on the Optional Conversion Date or the Company Optional Conversion Date, as applicable, with respect to a conversion, a Holder shall be deemed to be the holder of record of Common Stock issuable upon conversion of such Holder’s shares of Preferred Stock notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Holder. Except to the extent that a Holder is not able to convert its shares of Preferred Stock into Common Stock as a result of Section 6(j), on the Optional Conversion Date or the Company Optional Conversion Date, as applicable, dividends shall cease to accrue on the shares Preferred Stock so converted and all other rights with respect to the shares of Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except that only the rights of Holders thereof to receive the number of whole shares of Common Stock into which such shares of Preferred Stock have been converted (with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9). For As promptly as practical after the avoidance conversion of doubtany shares of Preferred Stock into Common Stock, from the Company shall deliver to the applicable Holder an Ownership Notice identifying the number of full shares of Common Stock to which such Holder is entitled, and a cash payment in respect of fractional shares in accordance with Section 9. (f) The Conversion Price shall be subject to the following adjustments: (i) If the Company pays a dividend (or other distribution) in shares of Common Stock to holders of the Common Stock, in their capacity as holders of Common Stock, then the Conversion Price in effect immediately following the record date for such dividend (or distribution) shall be divided by the following fraction: OS1 OS0 where OS0 = the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution; and OS1 = the sum of (A) the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution and (B) the total number of shares of Common Stock constituting such dividend. (ii) If the Company issues to holders of shares of the Common Stock, in their capacity as holders of Common Stock, rights, options or warrants entitling them to subscribe for or purchase shares of Common Stock at less than the Market Value determined on the Ex-Date for such issuance, then the Conversion Price in effect immediately following the close of business on the Ex-Date for such issuance shall be divided by the following fraction: OS0 + X OS0 + Y where OS0 = the number of shares of Common Stock outstanding at the close of business on the record date for such issuance; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the Market Value determined as of the Ex-Date for such issuance. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Price shall be readjusted to such Conversion Price that would have then been in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Price shall not be adjusted until such triggering events occur. In determining the aggregate offering price payable for such shares of Common Stock, the conversion agent shall take into account any consideration received for such rights, options or warrants and the value of such consideration (if other than cash, to be determined by the Board of Directors). (iii) If the Company subdivides, combines or reclassifies the shares of Common Stock into a greater or lesser number of shares of Common Stock, then the Conversion Price in effect immediately following the effective date of such share subdivision, combination or reclassification shall be divided by the following fraction: OS1 OS0 where OS0 = the number of shares of Common Stock outstanding immediately prior to the effective date of such share subdivision, combination or reclassification; and OS1 = the number of shares of Common Stock outstanding immediately after the opening of business on the effective date of such share subdivision, combination or reclassification. (iv) If the Company distributes to all holders of shares of Common Stock evidences of Indebtedness, shares of Capital Stock (other than Common Stock), cash or other assets (including securities, but excluding any dividend or distribution referred to in clause (i), any rights or warrants referred to in clause (ii) above, any consideration payable in connection with a tender or exchange offer made by the Company or any of its subsidiaries and any dividend of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of certain spin-off transactions as described below), then the Conversion Price in effect immediately following the close of business on the record date for such distribution shall be divided by the following fraction: SP▇ ▇▇▇ - FMV where SP0 = the Closing Sale Price per share of Common Stock on the Trading Day immediately preceding the Ex-Date; and FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Trading Day immediately preceding the Ex-Date as determined by the Board of Directors. In a spin-off, where the Company makes a distribution to all holders of shares of Common Stock consisting of Capital Stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit the Conversion Price shall be adjusted on the fourteenth Trading Day after the effective date of the distribution by dividing the Conversion Price in effect immediately prior to such fourteenth Trading Day by the following fraction: MP0 + MPS MP0 MP0 = the average of the Closing Sale Price of the Common Stock over each of the first ten Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution; and MPS = the average of the closing sale price of the Capital Stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over each of the first ten Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution, or, as reported in the principal securities exchange or quotation system or market on which such shares are traded, or if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the Capital Stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as determined by the Board of Directors. In the event that such distribution described in this clause (iv) is not so made, the Conversion Price shall be readjusted, effective as of the date the Board of Closing Directors publicly announces its decision not to pay such dividend or distribution, to the Conversion Price that would then be in effect if such dividend distribution had not been declared. (v) In the case the Company effects a Pro Rata Repurchase of Common Stock, then the Conversion Price shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the effective date of such Pro Rata Repurchase by a fraction of which the numerator shall be (i) the product of (x) the number of shares of Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the Market Value of a share of Common Stock on the Trading Day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase, minus (ii) the aggregate purchase price of the Pro Rata Repurchase, and of which the denominator shall be the product of (1) the number of shares of Common Stock outstanding immediately prior to such Pro Rata Repurchase minus the number of shares of Common Stock so repurchased and (2) the Market Value per share of Common Stock on the Trading Day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase. (vi) Notwithstanding any other provisions of this Section 6(f), rights or warrants distributed by the Company to holders of Common Stock, in their capacity as defined belowholders of Common Stock, entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (A) are deemed to be transferred with such shares of Common Stock; (B) are not exercisable; and (C) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 6(f) (and no adjustment to the Conversion Price under this Section 6(f) will be required) until the Conversion Dateoccurrence of the earliest Trigger Event, no interest whereupon such rights and warrants shall be accrued deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made under Section 6(f)(ii). In addition, in the Convertible Promissory Notes. The capitalization table event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to a Conversion Price under this Section 6(f) was made, (1) in the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectively.case of any such rights or warrants that shall all have been redeemed or repurchased wit

Conversion. Subject to (a) At the terms and conditions option of this Agreement(x) the Holder, at any time after the first anniversary of the Closing and concurrently with Date or any time prior to such first anniversary following either the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the Company's issuance of a deed notice to redeem the Notes pursuant to Section 2 or the occurrence and continuance of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number an Event of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing Default (as defined below) until or (y) the Company, if the closing price of the Common Stock, par value $.0033 per share (the "Common Stock"), of the Company, shall be equal to or in excess of $20.00 per share for any twenty Trading Days (as defined below) in any thirty Trading Day period, the Notes, in whole or in part, may be converted on the Conversion Date (as defined below) at the principal amount thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock including the associated Rights (as defined in the Note Purchase Agreement), at the Conversion Price (as defined below), in effect at the time of conversion; provided that, for the Company to exercise the right specified in clause (y) above, the Company must issue a Conversion Notice (as defined below) within twenty business days of the end of any such thirty Trading Day period. In the event that a Note is called for redemption pursuant to Section 2, such conversion right in respect of the Note shall expire at the close of business on the Redemption Date, unless the Company fails to make the payment due upon redemption. The price at which the number of shares of Common Stock to be delivered shall be determined upon conversion shall be $3.33 per share of Common Stock (the "Conversion Price"). The Conversion Price shall be adjusted in certain instances as provided in paragraph (d) of this Section 3. (b) If either the Holder or the Company elects to convert the Notes, the Holder or the Company, as the case may be, shall provide written notice (the "Conversion Notice") to the Company (at the Company's address) or the Holders (to each Holder's address as it appears on the register), as applicable, which states that such party elects to convert such Note. In the event that the Company elects to convert the Notes, the Conversion Notice shall include a certification by the Company that each of the conditions set forth in Section 3(f) will be satisfied as of the Conversion Date. In order to exchange the securities, the Holder shall surrender the Notes, duly endorsed or assigned to the Company or in blank. If the Holder elects to convert the Notes, upon notice to the Company thereof the Company shall use its best efforts to cause the conditions set forth in Section 3(f)(ii) through (v) to be satisfied as promptly as possible thereafter. Each conversion shall be deemed to have been effected immediately prior to the close of business on the date all of the conditions set forth in Section 3(f) have been satisfied or waived by the Holder (the "Conversion Date"). If such day is not a business day, and a day on which the principal national securities exchange or market quotation system on which the Common Stock is then listed or admitted for trading is open (a "Trading Day"), then such conversion will be deemed to have been effected on the next succeeding Trading Day. As promptly as practicable on or after the Conversion Date, no interest the Company shall issue and deliver the certificates representing the (c) No fractional shares of Common Stock shall be accrued under the Convertible Promissory issued upon conversion of Notes. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of any Note, the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the market price per share of Common Stock at the close of business on the Conversion Date. (d) The capitalization table Conversion Price shall be subject to the following adjustments: (i) if, on any Conversion Date, 80% of the closing price on the trading day immediately preceding the Conversion Date is less than $3.33, then the Conversion Price shall be reduced to equal 80% of such closing price; (ii) in case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective; (iii) in case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company in Common Stock, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination; (iv) in case the Company shall issue rights or warrants to all holders of its Common Stock entitling than to subscribe for or purchase shares of Common Stock at a price per share less than the Conversion Price, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such rights or warrants shall be adjusted to such subscription or purchase price, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination; (v) in case the Company shall issue Common Stock (other than shares of Common Stock issued upon exercise of rights, options and warrants outstanding as of the date hereof), or rights, options or warrants convertible into, or exchangeable or exercisable for, Common Stock to any third party, or shall reprice or adjust the conversion, exchange or exercise price of rights, options or warrants outstanding as of the date hereof, at or to a price per share of Common Stock less than the Conversion Price, the Conversion Price in effect at the opening of business on the day following the date of such issuance, repricing or adjustment shall be adjusted to such issue, conversion, exchange or exercise price, or in the case of a repricing or adjustment, such conversion, exchange or exercise price as so adjusted, such reduction to become effective immediately after the opening of business on the day following the date of such issuance, repricing or adjustment, as the case may be; (vi) in case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in clause (iv) of this Section, any dividend or distribution paid in cash out of the retained earnings of the Company and any dividend or distribution referred to in clause (iii) of this Section), the Conversion Price in effect at the opening of business on the date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the Conversion Price on the date fixed for such determination less the then fair market value of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such Conversion Price, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for such determination: and (vii) the reclassification of Common Stock into securities including other than Common Stock shall be deemed to involve (A) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution" and "the date fixed for such determination" within the meaning of clause (vi) of this Section) and (B) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of clause (ii) of this Section). (e) Whenever the Conversion Price is adjusted pursuant to Section 3(d): (i) the Company shall compute the adjusted Conversion Price and shall prepare a certificate signed by the Company setting forth the adjusted Conversion Price showing in reasonable detail the facts upon which such adjustment is based; and (ii) a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall forthwith be required, and as soon as practicable after it is required (together with a copy of the Closing is enclosed hereto certificate referred to in clause (i) above) such notice shall be mailed by the Company to all Holders. (f) The Company's right to convert the Notes shall be subject to satisfaction of each of the following conditions: (i) no Event of Default (as Schedule Idefined below) and no condition or event which, with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default, shall have occurred; (ii) consummation of the conversion shall not result in a violation of any law, regulation, judgment, injunction, order or decree applicable to the Company or any Holder; (iii) all Common Stock held by any Holder as of the Conversion Date and to be held by such Holder as a result of the conversion shall not, on the Conversion Date or thereafter, be subject to any limitation or restriction on such Holder's ability or right to hold, vote, transfer, dispose or take any other action with respect to such Common Stock (other than any such limitation or restriction arising as a result of the requirements of the Securities Act of 1933, as amended, or as a result of agreements of such Holder with third parties); (iv) all filings with, and all approvals, consents and actions by any Person necessary to exempt any Reserved Shares (as defined in the Purchase Agreement) issued upon conversion of the Notes held by such Holder as of the Conversion Date and to be held by such Holder as a result of the conversion and any such Holder with respect to all such shares from, and to exclude such Reserved Shares from the calculation of aggregate beneficial ownership of Common Stock of such Holder for the purposes of, (x) the provisions of the Rights Agreement (as defined in the Purchase Agreement) or from any similar agreement or plan that the Company may have and (y) any applicable anti-C takeover statute or regulation shall have been obtained and Schedule Itaken; and (v) all filings with, and all approvals, consents and actions by, any Person necessary to consummate the conversion (including, without limitation, any approval required under the ▇▇▇▇-D respectively▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended) shall have been made and obtained.

Conversion. (a) Subject to and upon compliance with the terms and conditions provisions of this AgreementSection 3, the Record Holder of the Debenture may, at the Closing and concurrently with the sale and purchase its option, convert any or all of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as such Debenture for shares of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares common stock of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto ("Company Stock") at the rate of one share of Company Stock (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i"Conversion Factor") the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company for each $25 (the “"Conversion Date”). For the avoidance Price") of doubt, from the date of Closing Conversion Value (as defined below) until of the Debenture so converted, subject to adjustments as set forth below. The "Conversion Value" of the Debenture shall be equal to the principal amount thereof. If a residual amount of Conversion Value remains following a conversion of the Debenture tendered for conversion (that is, an amount less than the then effective Conversion Price for another whole share of Company Stock), the Company shall pay to the Record Holder in cash such residual amount of Conversion Value in lieu of any fractional share of Company Stock. If the Debenture is called for redemption as provided in Section 2 hereof, the conversion rights pertaining thereto will terminate at the close of business five (5) business days immediately preceding the redemption date thereof. (b) A Record Holder of the Debentures may exercise the conversion right as to any amount of a Debenture (but not as to an amount, if less than the full amount of the Debenture, of Conversion Value that is less than the then-effective Conversion Price for a whole share of Company Stock) by delivering to the Company during regular business hours, at its principal executive office or at any such other place as may be designated by the Company, the Debenture to be converted, duly endorsed or assigned in blank (or to the Company if required by it), and accompanied by written notice stating that the Record Holder elects to convert the Debenture, stating the amount thereof to be converted if less than the full amount, and stating the name or names (with addresses) in which the certificate or certificates for the Company Stock are to be issued and a completed Internal Revenue Service Form W-9, or any successor form or forms substitutable therefor, executed by any transferee. The conversion shall be deemed to have been effected on the date when such delivery is made, and such -3- date is referred to herein as the "Conversion Date." From and after the Conversion Date, no further interest shall accrue with respect to the Debenture. As promptly as practicable after the Conversion Date, the Company shall issue and deliver to or upon the written order of the Record Holder a certificate or certificates for the number of full shares of Company Stock to which the Record Holder is entitled, and a check or cash in respect of any residual amount of Conversion Value. Any person in whose name the certificate or certificates for shares of Company Stock are to be accrued under issued shall be deemed to become a holder of record of such shares on the Convertible Promissory Notes. The capitalization table applicable Conversion Date, unless the transfer books of the Company are closed on that date, in which event such person shall be deemed to have become a holder of record of such shares on the next succeeding date on which the transfer books are open, but the applicable Conversion Factor and Conversion Value shall be those in effect on the Conversion Date. (c) No fractional shares of Company Stock, or scrip in respect thereof, shall be issued upon conversion of the Debenture. Instead, in any case in which a fractional share of Company Stock would otherwise be issuable because the amount of remaining Conversion Value is less than the then-effective Conversion Price for a whole share of Company Stock, the Company shall pay the exchanging Record Holder the cash amount of such remaining Conversion Value. (d) The Conversion Factor shall be subject to adjustment from time to time as follows, provided, however, that no adjustment to the Conversion Factor need be made until cumulative adjustments would affect the Conversion Factor by more than one percent (1%): (i) If, at any time or from time to time after the date of original issuance of the Debenture, the number of shares of Company Stock outstanding is increased by a stock dividend payable in shares of Company Stock or by a subdivision or split-up of shares of Company Stock, then the Conversion Factor in effect on the record date fixed for the determination of holders of shares of Company Stock entitled to receive such stock dividend, or whose shares of Company Stock are included as part of such subdivision or split-up, shall be adjusted in accordance with the following formula: CF/ = CF x 0/ --- 0 where: CF/ = the adjusted Conversion Factor. CF = the Conversion Factor in effect on such record date. O/ = the number of shares of Company Stock outstanding immediately after such event. O = the number of shares of Company Stock (ii) If, at any time or from time to time after the date of original issuance of the Debenture, the number of shares of Company Stock outstanding is decreased by a combination (whether by reverse stock split or otherwise) of the outstanding shares of Company Stock, then the Conversion Factor in effect on the record date fixed for such combination shall be adjusted in accordance with the formula set forth in clause (i) above. (iii) In case, at any time or from time to time after the date of original issuance of the Debenture, of (A) any capital reorganization, reclassification or recapitalization of the capital stock of the Company (other than a change in par value, or from par value to no par value), (B) a consolidation, combination or merger of the Company with or into another person (other than a business combination or merger in which the Company is the continuing entity and which does not result in any change in the Company Stock) or (C) a sale or other disposition of all or substantially all the assets of the Company as an entirety or substantially as an entirety to any other person, then the Debenture shall immediately upon the consummation of such reorganization, reclassification, recapitalization, consolidation, combination, merger, or sale or other disposition be convertible into the kind and number of shares of stock or other securities or property of the Company, or of the entity resulting from such business combination or surviving such merger or to which such assets shall have been sold or otherwise disposed, to which a holder of the number of shares of Company Stock deliverable upon conversion of the Debenture (immediately prior to the consummation of such event) would have been entitled upon such consummation. If the Company engages in a transaction set forth in clauses (A) to (C) above and the Record Holder of the Debenture does not convert its Debenture as provided above, then the continuing or surviving entity shall be obligated within thirty days of the consummation of such transaction to redeem the Debenture, and the Record Holder of the Debenture shall surrender the Debenture for redemption, all in accordance with the redemption provisions otherwise applicable to the Debenture as set forth in Section 2 hereof. The adjustments described in this clause (iii) shall be subject to further adjustments as appropriate that shall be as nearly equivalent as may be practicable to the relevant adjustments provided for in the preceding clauses and in this clause. If, in the case of any such reorganization, reclassification, recapitalization, consolidation, merger, combination, sale or other disposition, the stock or other securities and property receivable thereupon by a holder of shares of Company Stock includes shares of stock, securities or other property or assets (including cash) of an entity other than the successor or acquiring entity, as the case may be, in such -5- reorganization, reclassification, recapitalization, consolidation, merger, combination, sale or other disposition, then the Company shall enter into an agreement with such other entity for the benefit of the holder of the Debenture that shall contain such provisions to protect the interests of such Record Holder as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. (iv) No adjustment in the Conversion Factor shall have any effect upon the Conversion Value of the Debenture, although each such adjustment shall affect (in the manner described in this Section 3(d)) the number of shares of Company Stock issuable in respect of any particular amount of Conversion Value and thus shall affect the effective Conversion Price as to a whole share of Company Stock. (v) All calculations under this Section 3(d) shall be made to the nearest one-tenth (1/10) of a cent or to the nearest one-tenth (1/10) of a share, as the case may be. (vi) Any adjustment made pursuant to clauses (i), (ii) or (iii) above shall become effective on the date immediately after the Closing record date referenced therein. (e) Whenever the Conversion Factor shall be adjusted as provided in Section 3(d), the Company shall forthwith mail (first class and postage prepaid) to the Record Holder of the Debenture at its address appearing on the Company's records for the Debenture, a copy of a statement, certified by its chief financial officer, showing the facts requiring such adjustment and the Conversion Factor and effective Conversion Price per whole share of Company Stock that shall be in effect after such adjustment. Where appropriate, such copy may be given in advance and may be included as part of a notice required under Section 3(f). (f) If the Company shall propose to take any action of the types described in clause (iii) of Section 3(d) or liquidate, dissolve or wind-up, the Company shall give notice to the Record Holder of the Debenture, in the manner set forth in Section 3(e), which notice shall specify the record date, if any, with respect to any such action and the date on which such action is enclosed hereto to take place. Such notice shall also set forth such facts with respect thereto as Schedule I-C shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Factor and Schedule I-D respectivelyeffective Conversion Price per whole share of Company Stock and on the number, kind or class of stock or other securities or property that shall be deliverable or purchasable upon the occurrence of such action or thereafter deliverable upon conversion of the Debenture. In the case of any action that would require the fixing of a record date, such notice shall be given at least fifteen (15) days prior to the date so fixed, and in the case of all other action, such notice shall be given at least twenty (20) days prior to the taking of such proposed action. Failure to give such notice, or (g) All shares of Company Stock which may be delivered upon conversion of the Debenture shall upon delivery be duly and validly issued, fully paid and non- assessable, free of all claims, liens, charges, and encumbrances.

Conversion. (a) Subject to the provisions of Section 6 hereof, each Share of Series A Convertible Preferred Stock may be converted by the holder thereof at any time in whole or in part (but if in part, in amounts not less than 100 Shares or any whole multiple thereof) at such time, in such manner and upon such terms and conditions as are provided in this Section 5 into fully paid and non-assessable shares of this Agreement, Series A Common Stock at the Closing Conversion Rate (as defined below). In the case of Shares called for redemption by this Corporation pursuant to Section 6(a), the conversion right provided by this Section 5 shall terminate at the close of business on the Business Day immediately preceding the applicable Redemption Date. In the case of Shares required to be redeemed pursuant to Section 6(b), the conversion right provided by this Section 5 shall terminate immediately upon receipt by this Corporation of a notice given pursuant to such Section. In case cash, securities or property other than Series A Common Stock shall be payable, deliverable or issuable upon conversion as provided herein, then all references to Series A Common Stock in this Section 5 shall be deemed to apply, so far as appropriate and concurrently with as nearly as may be, to such cash, property or other securities. Whenever this Section 5 refers to the sale and purchase number of shares of Series A Common Stock outstanding, such number shall include any shares of such stock issuable upon exercise of rights or warrants or upon conversion of Convertible Securities. (b) Subject to the provisions for adjustment hereinafter set forth in this Section 5, the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, A Convertible Preferred Stock may be converted into (Series A Common Stock at the initial conversion rate of three fully paid and the Company shall issue) such number non-assessable shares of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per A Common Stock for one share of the Series C Closing Shares purchased by other Investors (other than Holding Entity)A Convertible Preferred Stock. No fractional shares of the Company will be issued This conversion rate as from time to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release time adjusted cumulatively pursuant to the Company (provisions of this Section is hereinafter referred to as the “"Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyRate."

Conversion. Subject Upon the terms set forth in this Section 130.6, each holder of a share of Series A Preferred Shares shall have the right, at such holder’s option, at any time and from time to time, to convert such share into the number of fully paid and non-assessable Ordinary Shares, equal to the terms and conditions quotient obtained by dividing (i) the Issue Price of this Agreement, such share by (ii) the Conversion Price (as defined below) in effect at the Closing and concurrently with the sale and purchase time of the conversion. The conversion price per share at which Ordinary Shares shall be issuable upon conversion of shares of Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 A Preferred Shares (the “Conversion Price”) shallshall initially be equal to $0.09, upon election subject to adjustment as provided in this Section 130.6. The initial conversion price is substantially equivalent to an initial conversion rate of Evergreen555.556 of Ordinary Shares for each US$50.00 of Issue Price. If, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto October 31, 2006 (the “Converted SharesReset Date”). Immediately following the issuance ) 80% of the Converted Average Price is less than the Conversion Price in effect immediately prior to the Reset Date, then the Conversion Price shall be adjusted to an amount equal to 80% of the Average Price, which price shall be deemed the Conversion Price from and after the Reset Date, subject to adjustment as provided in this Section 130.6; provided that in no event shall the foregoing adjustment cause the Conversion Price to be less than $0.065. (a) The holder of shares of Series A Preferred Shares may exercise the conversion right pursuant to this Section 1.2 and the issuance of a deed of release provision by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release delivering to the Company the certificate for the shares to be converted, duly endorsed or assigned in blank or to the Company (if required by it), accompanied by written notice stating that the holder elects to convert such shares. Conversion shall be deemed to have been effected on the date when such delivery is made (the “Conversion Date”). (b) As promptly as practicable after the conversion of any shares of Series A Preferred Shares into Ordinary Shares, the Company shall issue and deliver to the holders of such shares, upon the written order of such holders, to the place designated by such holders, a certificate or certificates for the number of full shares of Ordinary Shares to which such holders are entitled together with, if applicable and permitted under the terms of the Outstanding Debt Instruments, (i) a cash amount in respect of any fractional interest in an Ordinary Share required pursuant to clause (d) below and (ii) any declared and unpaid dividends on such shares of Series A Preferred Shares being converted, as determined in accordance with Section 130.1. For The Person in whose name the avoidance certificate or certificates for Ordinary Shares are to be issued shall be deemed to have become a shareholder of doubtrecord on the Conversion Date unless the transfer books of the Company are closed on that date, from in which event such Person shall be deemed to have become a shareholder of record on the next succeeding date of Closing (as defined below) until on which the transfer books are open, but the Conversion Price shall be that in effect on the Conversion Date, no interest and the rights of the holder of the shares of Series A Preferred Shares so converted shall cease on the Conversion Date. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series A Preferred Shares surrendered for conversion, the Company shall issue and deliver upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Company, a new certificate covering the number of shares of Series A Preferred Shares representing the unconverted portion of the certificate so surrendered. The Company shall effect conversion in such manner as it considers appropriate and as permissible by law, including by a repurchase of the Series A Preferred shares and issue of Ordinary Shares, or by redesignation of the Series A Preferred Shares. (c) Upon conversion, the Company (unless otherwise requested by the Majority Holders and if permitted under the terms of the Outstanding Debt Instruments) shall issue fractional shares of its Ordinary Shares, as applicable, and shall not distribute cash in lieu of such fractional shares. The number of full shares of Ordinary Shares issuable upon conversion of Series A Preferred Shares shall be accrued computed on the basis of the aggregate number of shares of Series A Preferred Shares to be converted. If the Majority Holders so elect and if permitted under the Convertible Promissory Notesterms of the Outstanding Debt Instruments, instead of fractional shares of Ordinary Shares which would otherwise be issuable upon conversion of any such shares of Series A Preferred Shares then being converted, the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to the product of (i) the Fair Market Value of one Ordinary Share and (ii) such fractional interest. The capitalization table holders of fractional interests shall not be entitled to any rights as shareholders of the Company in respect of such fractional interests. (d) The Conversion Price shall be subject to adjustment from time to time as follows: (i) If after the Closing Date the Company issues or sells, or is deemed pursuant to Section 130.6(d)(ii)(c) to have issued or sold, any Additional Shares without consideration or for consideration per share (as determined below) less than the Conversion Price in effect as of the date of such issuance or sale, the Conversion Price in effect immediately prior to each such issuance or sale will immediately be reduced to the price determined by multiplying (A) the Conversion Price at which such shares of Series A Preferred Shares were convertible, as in effect on the last trading day immediately preceding such issuance or sale by (B) a fraction of which the numerator shall be the sum of (1) the number of Ordinary Shares outstanding immediately prior to such issuance or sale plus (2) the number of additional Ordinary Shares that the aggregate consideration received by the Company for the Additional Shares would purchase at the Conversion Price in effect on the last trading day immediately preceding such issuance or sale, and of which the denominator shall be the sum of (3) the number of Ordinary Shares of outstanding immediately prior to such issuance or sale, plus (4) the number of Additional Shares so issued or sold. (ii) For the purposes of any adjustment of the Conversion Price pursuant to clause (i) above, the following provisions shall be applicable: (A) In the case of the issuance of Ordinary Shares for cash in a public offering or private placement, the consideration shall be deemed to be the amount of cash paid therefor after deducting therefrom any discounts, commissions or placement fees payable by the Company to any underwriter or placement agent in connection with the issuance and sale thereof. (B) In the case of the issuance of Ordinary Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value per share thereof as reasonably determined in good faith by the Board. (C) In the case of the issuance of options to purchase or rights to subscribe for Ordinary Shares, securities by their terms convertible into or exchangeable for Ordinary Shares, or options to purchase or rights to subscribe for such convertible or exchangeable securities (except for options to purchase, rights to subscribe for, or securities convertible into, Excluded Shares): (1) the aggregate maximum number of Ordinary Shares deliverable upon exercise of such options to purchase or rights to subscribe for Ordinary Shares shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Ordinary Shares covered thereby; (2) the aggregate maximum number of Ordinary Shares deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities, options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 130.6 (d)(ii)(A) and 130.6(d)(ii)(B) above); (3) on any change in the number of shares or exercise price of Ordinary Shares deliverable upon exercise of any such options or rights or conversions of or exchanges for such securities, other than a change resulting from the antidilution provisions thereof, the Conversion Price shall forthwith be readjusted to the Conversion Price as would have been obtained had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change or options or rights related to such securities not converted prior to such change been made upon the basis of such change; and (4) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price shall forthwith be readjusted to the Conversion Price as would have been obtained had the adjustment made upon the issuance of such options, rights, securities or options or rights related to such securities been made upon the basis of the issuance of only the number of Ordinary Shares actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities, or upon the exercise of the options or rights related to such securities and subsequent conversion or exchange thereof. (iii) If, at any time after the Closing Date, the number of Ordinary Shares outstanding is enclosed hereto increased by a stock dividend payable in Ordinary Shares (other than Ordinary Shares issued or to be issued as Schedule Ia dividend or distribution on Series A Preferred Shares or otherwise pursuant to any transactions contemplated by the Equity Financing Documents or Loan Documents) or by a subdivision or split-C up of Ordinary Shares, then, following the record date for the determination of holders of Ordinary Shares entitled to receive such stock dividend, subdivision or split-up, the Conversion Price shall be appropriately decreased so that the number of Ordinary Shares issuable on conversion of each share of Series A Preferred Shares shall be increased in proportion to such increase in outstanding shares. (iv) If, at any time after the Closing Date, the number of Ordinary Shares outstanding is decreased by a combination of the outstanding Ordinary Shares, then, following the record date for such combination, the Conversion Price shall be appropriately increased so that the number of Ordinary Shares issuable on conversion of each share of Series A Preferred Shares shall be decreased in proportion to such decrease in outstanding shares. (v) In the event of any capital reorganization of the Company, any reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or any consolidation or merger of the Company, each share of Series A Preferred Shares shall after such reorganization, reclassification, consolidation or merger be convertible into the kind and Schedule Inumber of shares of stock or other securities or property of the Company or of the Company resulting from such consolidation or surviving such merger to which the holder of the number of Ordinary Shares deliverable (immediately prior to the time of such reorganization, reclassification, consolidation or merger) upon conversion of such share of Series A Preferred Shares would have been entitled upon such reorganization, reclassification, consolidation or merger. The provisions of this clause (v) shall similarly apply to successive reorganizations, reclassifications, consolidations or mergers. (vi) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1.0% in the Conversion Price; provided, however, that any adjustments not required to be made by virtue of this sentence shall be carried forward and taken into account in any subsequent adjustment. All calculations under Sections 130.6(e)(i) through 130.6(e)(v) above shall be made to the nearest one hundredth (1/100) of a cent or the nearest one tenth (1/10) of a share, as the case may be. (vii) [RESERVED]. (viii) Whenever the Conversion Price shall be adjusted as provided in Section 130.6(e), the Company shall make available for inspection during regular business hours, at its principal executive offices or at such other place as may be designated by the Company, a statement, signed by its chief executive officer, showing in detail the facts requiring such adjustment and the Conversion Price that shall be in effect after such adjustment. The Company shall also cause a copy of such statement to be sent by first class certified mail, return receipt requested and postage prepaid, to each Series A Preferred Holder affected by the adjustment at such holder’s address appearing on the Company’s records. Where appropriate, such copy may be given in advance and may be included as part of any notice required to be mailed under the provisions of Section 130.6(e)(ix) below. (ix) If the Company shall set a record date in connection with a proposal to take any action of the types described in clauses (i), (iii), (iv), (v) or (xi) of this Section 130.6(e), the Company shall give notice to each Series A Preferred Holder, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon conversion of shares of Series A Preferred Shares. Such notice shall be given at least twenty (20) days prior to the date so fixed. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action. (x) The Company shall at all times keep reserved, free from preemptive rights, out of its authorized but unissued fully paid and non-D respectivelyassessable Ordinary Shares, solely for the purpose of effecting the conversion of Series A Preferred Shares or the conversion of any other securities issued pursuant to clauses (v) or (xi) of this Section 130.6(e), sufficient Ordinary Shares to provide for the conversion of all outstanding shares of Series A Preferred Shares. (xi) Without duplication of any other adjustment provided for in this Section 130.6, at any time the Company makes or fixes a record date for the determination of holders of Ordinary Shares entitled to receive a dividend or other distribution payable in property or securities of the Company other than Ordinary Shares, then, and in each such case, the Conversion Price then in effect shall be adjusted (and any other appropriate action shall be taken by the Company) by multiplying the Conversion Price in effect immediately prior to the date of such dividend or distribution by a fraction, (i) the numerator of which shall be the Fair Market Value of each Ordinary Share immediately prior to the date of such dividend or distribution, less the fair market value (as reasonably determined in good faith by the Board) of the portion of the property or securities applicable to one Ordinary Share so dividended or distributed, and (ii) the denominator of which shall be the Fair Market Value of the Ordinary Shares imm

Conversion. (i) This Debenture shall be convertible into shares of the Common Stock (subject to reduction pursuant to Section 5(a)(ii) below and Section 4.10 of the Purchase Agreement) at the option of the Holder in whole or in part at any time and from time to time after the 120th day after the Original Issue Date and prior to the close of business on the Maturity Date. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted to the Company, together with the form of conversion notice attached hereto as Exhibit A (the "Conversion Notice"). Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Conversion Notice by facsimile (the "Conversion Date"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that the Conversion Notice is deemed delivered pursuant to Section 5(h). Subject to Sections 5(a)(ii) and 5(b) hereof and Section 4.10 of the terms and conditions of this Purchase Agreement, at each Conversion Notice, once given, shall be irrevocable. If the Closing and concurrently Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the sale and purchase of the Series C Closing SharesConversion Notice, the entire CB Principal and or if a conversion hereunder cannot be effected in full for any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreenreason, the Company shall be released honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 5(b)) a new Debenture for such principal amount as have not been converted. As a bonus for refraining from all its ongoing obligations converting Debentures hereunder, commencing on the 181st day after the Original Issue Date and liabilities under for each complete 30-day period thereafter, the Convertible Promissory Notes. The number Company shall pay to the Holder a bonus, in cash, equal to .75% of the Converted Shares shall aggregate principal amount of Debentures that have not been tendered for conversion prior to such date, except that after the 361st day after the Original Issue Date, at the Company's option, each such bonus accrued thereafter may be determined by dividing paid in shares of Common Stock calculated based upon the average Per Share Market Value for the five (5) Trading Days immediately preceding the such bonus payment date. Notwithstanding anything to the contrary contained herein, the Company may not issue shares of the Common Stock in payment of such bonus if: (i) the Conversion Price by number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes, or held as treasury stock, is insufficient to pay such bonus hereunder in shares of Common Stock; (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will Common Stock to be issued in respect of such bonus hereunder are not registered for resale pursuant to Evergreen. Notwithstanding an effective registration statement that names the foregoing, recipient of such interest shares as a selling stockholder thereunder or may not be sold without volume restrictions pursuant to Rule 144 promulgated under the conversion of the Converted Shares shall be regarded Securities Act as being completed upon Evergreen’s issuance of a conversion notice and a deed of release determined by counsel to the Company pursuant to a written opinion letter, addressed to the holder, in form and substance acceptable to the holder; (iii) the “Conversion Date”). For the avoidance shares of doubt, from the date Common Stock to be issued in respect of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectively.such interest

Conversion. Subject to and upon compliance with the terms and conditions provisions of this AgreementSection, the principal amount of this Security, or any portion thereof may, at any time and at or before the Closing close of business on January 1, 2003, or thereafter if any Event of Default shall occur and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreenbe continuing, be converted into (duly authorized, validly issued, fully-paid and the Company shall issue) such number nonassessable shares of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto Common Stock at $2.75 per share (the “Converted Shares”"Conversion Price"). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) or, in case an ----------------- adjustment in the Conversion Price by (ii) and the price per share securities or other property issuable upon conversion has taken place pursuant to Section 8 hereof, then at the applicable Conversion Price and in such securities or other property as so adjusted, upon surrender of the Converted Shares Security or Securities, the principal amount of which is so to be converted, to the Issuer at any time during usual business hours at the Issuer's offices, accompanied by a written notice of election to convert as provided in the form attached hereto and, if so required by the Issuer, by a written instrument or instruments of transfer in form satisfactory to the Issuer duly executed by the registered holder or his attorney duly authorized in writing. No payment or adjustment will be made for dividends on any Common Stock except as provided in Section 8 hereof. On conversion of a Security, that portion of any interest accrued and unpaid interest attributable to the period from December 19, 1997 to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock, in exchange for the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. As promptly as practicable after the surrender, as herein provided, of any Security or securities for conversion, the Issuer shall deliver or cause to be delivered at its said office or agency to or upon the written order of the holder of the Security or securities so surrendered a certificate or certificates representing the number of duly authorized, validly issued, fully-paid and nonassessable shares of Common Stock, into which such Security or Securities may be converted in accordance with the provisions of Section 7. Prior to delivery of such certificate or certificates, the Issuer shall require a written notice at its said office or agency from the Holder of the Security or securities so surrendered stating that the holder irrevocably elects to convert such Security or Securities, or, if less than the entire principal amount thereof is to be converted, stating the portion thereof to be converted. Such notice shall also state the name or names (with address and social security or other taxpayer identification number) in which said certificate or certificates are to be issued. Such conversion shall be deemed to have been made at the time that such Security or Securities shall have been surrendered for conversion and such notice shall have been received by the Issuer, the rights of the holder of such Security or Securities as a Securityholder shall cease at such time, the person or persons entitled to receive the shares of Common Stock, upon conversion of such Security or Securities shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock at such time and such conversion shall be at the Conversion Price in effect at such time. In the case of any Security which is converted in part only, upon such conversion, the Issuer shall execute and deliver to the holder thereof, as requested by such holder, a new Security or securities of authorized denominations in aggregate principal amount equal to 95% the unconverted portion of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelysuch Security.

Conversion. Subject (a) This Debenture shall be convertible into shares of Common Stock at the option of the Holder in whole or in part at any time and from time to time after the Original Issue Date and prior to the terms and conditions close of this Agreement, at business on the Closing and concurrently with the sale and purchase of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory NotesMaturity Date. The number of the Converted Shares shares of Common Stock as shall be issuable upon a conversion hereunder shall be determined by dividing (i) the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below), each as subject to adjustment as provided hereunder. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) until to be converted, together with the form of conversion notice attached hereto as Exhibit A (a "Conversion Notice") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "Conversion Date"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. Subject to Section 4(b) hereof and Section 3.8 of the Purchase Agreement, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such principal amount as has not been converted. (b) Not later than three Trading Days after the Conversion Date, no interest the Company will deliver to the Holder (i) a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 3.1(b) of the Purchase Agreement) representing the number of shares of the Common Stock being acquired upon the conversion of Debentures (subject to reduction pursuant to Section 3.8 of the Purchase Agreement), (ii) Debentures in a principal amount equal to the principal amount of Debentures not converted; (iii) a bank check in the amount of all accrued and unpaid interest (if the Company has elected and is permitted hereunder to pay accrued interest in cash), together with all other amounts then due and payable in accordance with the terms hereof, in respect of Debentures tendered for conversion and (iv) if the Company has elected to pay accrued interest in shares of the Common Stock, certificates, which shall be free of restrictive legends and trading restrictions (other than those required by Section 3.1(b) of the Purchase Agreement), representing such number of shares of the Common Stock as equals such interest divided by the Conversion Price calculated on the Conversion Date; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon conversion of the principal amount of Debentures until Debentures are delivered for conversion to the Company or the Holder notifies the Company that such Debenture has been mutilated, lost, stolen or d▇▇▇▇▇▇▇▇ and complies with Section 9 hereof. If in the case of any Conversion Notice such certificate or certificates, including for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, are not delivered to or as directed by the Holder by the third Trading Day after a Conversion Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion (whether subject to a Holder or a Company Conversion Notice), in which event the Company shall immediately return the Debentures tendered for conversion. If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section, including for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, prior to the fifth Trading Day after the Conversion Date, the Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty, $1,500 for each day thereafter until the Company delivers such certificates (such amount shall be also be due for each Trading Day after the date that the Holder may rescind such conversion until such date as the Holder shall have received the return of the principal amount of Debentures relating to such rescission). If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section prior to the 15th day after the Conversion Date, the Company shall, upon notice from the Holder, prepay such portion of the aggregate of the principal amount of Debentures then held by such Holder, as requested by such Holder, for th▇ ▇▇▇▇atory Prepayment Amount, in cash. If any portion of the Mandatory Prepayment Amount pursuant to this Section is not paid within seven days after notice therefor is deemed delivered hereunder, the Company will pay interest on the Mandatory Prepayment Amount at a rate of 15% per annum (to accrue daily), in cash to such Holder, accruing from such seventh day until the Mandatory Prepayment Amount, plus all accrued interest thereon, is paid in full. (i) The conversion price (the "Conversion Price") in effect on any Conversion Date shall be $0.35; provided, that, if (a) an Underlying Securities Registration Statement is not filed on or prior to the 30th day after the Original Issue Date, or (b) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Convertible Promissory Notes. The capitalization table Securities Exchange Act of 1934, as amended, within five (5) days of the date that the Company immediately is notified (orally or in writing, whichever is earlier) by the Commission that an Underlying Securities Registration Statement will not be "reviewed" or is not subject to further review or comment by the Commission, or (c) the Underlying Securities Registration Statement is not declared effective by the Commission on or prior to and the 90th day after the Closing Original Issue Date, or (d) such Underlying Securities Registration Statement is enclosed hereto filed with and declared effective by the Commission but thereafter ceases to be effective as Schedule Ito all Registrable Securities (as such term is defined in the Registration Rights Agreement) for more than twenty (20) days at any time prior to the expiration of the "Effectiveness Period" (as such term as defined in the Registration Rights Agreement), without being succeeded by a subsequent Underlying Securities Registration Statement filed with and declared effective by the Commission within twenty (20) days, or (e) trading in the Common Stock shall fail to be actively traded on the OTC Bulletin Board or if the Common Stock shall be suspended or delisted from trading on any Subsequent Market for any reason for more than five (5) days, or (f) the conversion rights of the Holders of Debentures are suspended for any reason or if the Holder is not permitted to resell Registrable Securities under the Underlying Securities Registration Statement, or (g) an amendment to the Underlying Securities Registration Statement is not filed by the Company with the Commission within fifteen (15) days of the Commission's notifying the Company that such amendment is required in order for the Underlying Securities Registration Statement to be declared effective (any such failure being referred to as an "Event," and for purposes of clauses (a), (c) and (f) the date on which such Event occurs, or for purposes of clauses (b) and (e) the date on which such five (5) day period is exceeded, or for purposes of clause (d) the date which such twenty (20) day period is exceeded, or for purposes of clause (g) the date on which such fifteen (15) day period is exceeded, being referred to as "Event Date"), the Company shall pay, in cash, as liquidated damages and not as a penalty, on the Event Date and on the first day of each month thereafter until the Event is cured, 1.5% of the aggregate principal amount of Debentures then outstanding pro rata to the holders thereof in accordance with their holdings thereof. (ii) If the Company, at any time while any Debentures are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of the Common Stock, (b) subdivide outstanding shares of the Common Stock into a larger number of shares, (c) combine outstanding shares of the Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, the Initial Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of the Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-C classification. (iii) If the Company, at any time while any Debentures are outstanding, shall issue rights or warrants to all holders of the Common Stock (and Schedule I-D respectively.not to Holders of Debentures) entitling them to subscribe for or purchase shares of the Common Stock at a price per share less than the Per Share Market Value of the Common Stock at the record date mentioned below, the Initial Conversion Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of the Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase shares of the Common Stock the issuance of which resulted in an adjustment in the Initial Conversion Price pursuant to this Section, if any such right or warrant shall expire and shall not have been

Conversion. Subject to the terms and conditions (a) (i) This Debenture shall be convertible into shares of this Agreement, Common Stock at the Closing and concurrently with the sale and purchase option of the Series C Closing SharesHolder, in whole or in part at any time and from time to time, after the entire CB Principal earlier of (i) the date that the Underlying Securities Registration Statement is declared effective by the Commission, and any and all accumulated but unpaid interest thereon as of January 31, 2019 (ii) the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately 90th day following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory NotesOriginal Issue Date. The number of the Converted Shares shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing (i) the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below), each as subject to adjustment as provided hereunder. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) until to be converted, together with the form of conversion notice attached hereto as Exhibit A (a "Conversion Notice") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "Conversion Date"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date, no interest Date shall be accrued the date that such Conversion Notice is deemed delivered hereunder. Subject to Section 5(b) hereof and Section 3.8 of the Purchase Agreement, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 5(b)) a new Debenture for such principal amount as has not been converted. Further, the principal amount of Debentures that are subject to conversion pursuant to this section shall be limited to the number of Underlying Shares which may be issued upon such conversion at the prevailing Conversion Price in accordance with Rule 4460(i) promulgated under the Convertible Promissory Notes. The capitalization table Rules of the Company immediately prior Nasdaq Stock Market (or any successor entity thereto). Any portion of the principal amount of the Debentures which cannot be converted at the then Conversion Price as a result of such rule shall be subject to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyprovisions of Section 5(a)(iii).

Conversion. Subject to 7.1 The Loan shall be convertible into fully paid Ordinary Shares on the following terms and conditions conditions: (a) the Lender shall have the right to convert its holding of this Agreementthe outstanding amount of the Loan (the “Loan Outstanding”) or any part thereof in amounts or multiples of £5,000 into such number of fully paid Ordinary Shares as, at the Closing Conversion Price, have an aggregate value equal to (as nearly as practicable, ignoring fractions and concurrently with rounding down to the sale and purchase nearest whole number of Ordinary Shares) the aggregate nominal value of the Series C Closing SharesLoan Outstanding to be converted by completing the Notice of Conversion, at, or sending it by registered post to, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares registered office of the Company to Company. A duly completed conversion notice may not be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (withdrawn without the “Converted Shares”). Immediately following the issuance consent of the Converted Shares Company. Conversion pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall sub-paragraph may be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) made at any time during the Conversion Price Period by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion written notice and a deed of release to the Company in accordance with this condition. The effective date for conversion shall be the date upon the Notice of Conversion shall be received by the Company (the “Conversion Date”); and (b) if a resolution shall be passed for the voluntary winding up of the Company during the Conversion Period, the Lender will be entitled, in respect of the Loan or any part thereof, on giving written notice to the Company within three months after the passing of such resolution, to elect to be treated as if it had exercised its conversion rights immediately before the commencement of such liquidation and, in that event, the Lender shall in lieu of the payments which would otherwise be due in respect of such Loan, be entitled to receive out of the assets available in the liquidation, pari passu with the holders of the Ordinary Shares, such a sum as it would have received had it been the holder of Ordinary Shares to which it would have been entitled by virtue of such a conversion and had ceased to hold such Loan on the last Interest Payment Date preceding the commencement of the liquidation without any adjustment for interest actually received or entitlement to dividends actually paid after the date of commencement of the liquidation. For the avoidance purposes of doubt, from this paragraph of this condition the Conversion Price applicable shall be that applicable immediately following the date of Closing (as defined below) until such resolution if conversion had been effected on that date at the election of the Lender under condition 7.1. Subject to this paragraph, all conversion rights lapse in the event of liquidation. 7.2 The Ordinary Shares arising on conversion shall be allotted and issued not later than 14 days after the Conversion Date with effect from the Conversion Date and will rank pari passu in all respects with the Ordinary Shares in issue on such Conversion Date save that they shall not rank for dividends or other distributions declared made or paid on the Ordinary Shares in respect of any accounting period ended prior to the Conversion Date, no interest . 7.3 Within 28 days after the relevant allotment date the Company shall be accrued under issue free of charge to the Convertible Promissory Notes. The capitalization table Lender in respect of the Company immediately prior Loan which has been converted a share certificate in respect of the Ordinary Shares arising on conversion and, subject to and after Condition 7.4 shall also issue a fresh certificate for the Closing balance of the Loan held by the Lender where less than the whole of the Loan is enclosed hereto as Schedule I-C and Schedule I-D respectivelyconverted.

Conversion. Subject i) At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall be convertible into shares of Common Stock at the lower of $0.01 per share or a price of seventy percent (70%) of the average of the two lowest volume weighted average prices (“VWAPs”), determined on the then current trading market for the Company’s common stock, for ten (10) trading days prior to conversion (the terms and conditions of this Agreement“Set Price”), at the Closing option of the Holder, in whole at any time and concurrently from time to time. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company. The Company shall deliver any objection to any Notice of Conversion within 2 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof. ii) Shares from any such conversion delivered to Company by 4:00pm EST will be delivered to Holder by 2:30pm EST within 2 (two) business days of conversion notice delivery (see 4(i)). If those shares are not delivered in accordance with this timeframe stated in this Section 4(ii), at any time for any reason prior to offering those shares for sale in a private transaction or in the public market through its broker, Holder may rescind that particular conversion to have the conversion amount returned to the note balance with the sale and purchase conversion shares returned to the Borrower. The Company will make its commercially reasonable best efforts to deliver shares to Holder same day / next day. For each conversion, in the event that shares are not delivered by the third business day (inclusive of the Series C Closing Sharesday of the conversion), a penalty of $2,000 per day will be assessed for each day after the entire CB Principal and third business day (inclusive of the day of the conversion) until share delivery is made. Any such penalty will be added to the principal balance of the Note, under Holders expectation that any and all accumulated but unpaid interest thereon as penalty amounts will tack back to the original date of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and note). If the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following does not request the issuance of the Converted Shares pursuant to shares underlying this Section 1.2 and the issuance Debenture after receipt of a deed notice of release by Evergreenconversion within three (3) business days following the period allowed for any objection, J▇▇▇ ▇▇▇▇▇▇ shall, in his personal capacity, be responsible for any differential in the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number value of the Converted Shares shall be determined by dividing (i) converted shares underlying this Debenture between the Conversion Price by (ii) the price per share value of the Converted Shares which shall be equal to 95% of closing price on the purchase price per share of date the Series C Closing Shares purchased by other Investors shares should have been delivered (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding third business day following the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance submission of a conversion notice request) and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notesshares are actually delivered. The capitalization table Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the Company immediately prior to provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and after unconverted principal amount of this Debenture may be less than the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyamount stated on the face hereof.

Conversion. Subject (a) The Holder may elect in writing to convert all or designated part of the terms and conditions principal amount of the Notes at any time before the Note is paid in full. Before the Holder shall be entitled to convert this AgreementNote into Shares, the Holder shall surrender this Note, duly endorsed, at the Closing and concurrently with the sale and purchase office of the Series C Closing SharesMaker, and shall give written notice to the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares Maker at its principal corporate office of the Company election to convert the same and shall state therein the name or names in which the certificate or certificates for the Shares are to be issued (the "Notice of Conversion"). (b) The Maker shall have one (1) business day from its receipt of the Notice of Conversion to Evergreen elect to prepay the Note by notifying Holder in writing of such election and, within five (5) business days thereafter, delivering to Holder the payment set forth in Paragraph 12 below. In the event that Maker prepays the Note, ▇▇▇▇▇▇'s right to convert the Note shall terminate, and his Notice of Conversion shall not be effective. (c) In the event that the Maker does not prepay as set forth opposite Evergreen’s name in subparagraph (b), it shall promptly issue and deliver to the Holder, or to such persons at the address specified by the Holder, a certificate or certificates for the Shares to which the Holder is entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance date of the Converted Shares pursuant to surrender of this Section 1.2 Note, and the issuance of a deed of release by Evergreen, persons entitled to receive the Company Shares issuable upon such conversion shall be released from treated for all its ongoing obligations and liabilities under purposes as the Convertible Promissory Notes. The number record holder or holders of the Converted such Shares shall be determined by dividing (i) the Conversion Price by (ii) the price per share as of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity)such date. No fractional shares shall be issued upon conversion of this Note, and the number of Shares to be issued shall be rounded down to the nearest whole share. If the conversion is not canceled by prepayment, the outstanding portion of the Company principal balance designated by the Holder will be issued converted into Shares at $0.14 per share, and accrued and unpaid interest will be converted into Shares at the market price based on the average closing price for the five (5) trading days prior to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelydate.

Conversion. Subject to i) At any time after the terms and conditions Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of this AgreementCommon Stock of SBS Interactive, Co., Florida corporation (the "Common Stock"), at the Closing and concurrently with the sale and purchase option of the Series C Closing SharesHolder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire CB Principal principal amount of this Debenture plus all accrued and any and all accumulated but unpaid interest thereon as has been so converted. Conversions hereunder shall have the effect of January 31, 2019 (lowering the “Conversion Price”) shall, upon election outstanding principal amount of Evergreen, be converted into (this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall issue) maintain records showing the principal amount converted and the date of such number conversions. The Company shall deliver any objection to any Notice of Series C Preferred Shares Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company to Holder shall be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (controlling and determinative in the “Converted Shares”)absence of manifest error. Immediately following the issuance The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the Converted Shares pursuant to provisions of this Section 1.2 and the issuance paragraph, following conversion of a deed portion of release by Evergreenthis Debenture, the Company shall unpaid and unconverted principal amount of this Debenture may be released from all its ongoing obligations less than the amount stated on the face hereof. ii) [Reserved] iii) Underlying Shares Issuable Upon Conversion and liabilities under Pursuant to the Convertible Promissory NotesConversion of Principal Amount. The number of the Converted Shares shares of Common Stock issuable upon a conversion shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Set Price. (b) i) Not later than five Trading Days after any Conversion Date, the Conversion Price by (ii) Company will deliver to the price per share of Holder a certificate or certificates representing the Converted Underlying Shares which shall be equal to 95% free of restrictive legends and trading restrictions representing the purchase price per share number of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, Common Stock being acquired upon the conversion of Debentures (including, if so timely elected by the Converted Shares Company, shares of Common Stock representing the payment of accrued interest) and (B) a bank check in the amount of accrued and unpaid interest (if the Company is required to pay accrued interest in cash). The Company shall, if available and if allowed under applicable securities laws, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If in the case of any Notice of Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the fifth Trading Day after a Conversion Date, the Holder shall be regarded as being completed upon Evergreen’s issuance of a conversion entitled by written notice and a deed of release to the Company (the “Conversion Date”). For the avoidance at any time on or before its receipt of doubtsuch certificate or certificates thereafter, from the date of Closing (as defined below) until the Conversion Dateto rescind such conversion, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of in which event the Company shall immediately prior to and after return the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelycertificates representing the principal amount of Debentures tendered for conversion.

Conversion. Subject 3.1. Any Series B Preferred Shares holder shall have the following options (each such option, the “Conversion Option”) to convert its Series B Preferred Shares before the Mandatory Redemption Date and the exercise of a Redemption Option: (i) at any time prior to an IPO to convert all or part of its outstanding Series B Preferred Shares into such number of Conversion Shares at the Series B Conversion Price then in effect; (ii) at any time upon or after an IPO but prior to the terms and conditions Post-IPO Option Date (as defined below), to convert all or part of its outstanding Series B Preferred Shares into such number of Conversion Shares at the Series B Conversion Price then in effect; or (iii) pursuant to Section 3.3 (i) of this AgreementExhibit C, no later than five (5) Business Days following the Post-IPO Option Date, to convert all (but not less than all) of its outstanding Series B Preferred Shares into such number of Conversion Shares at the Closing Series B Conversion Price then in effect; provided that if the Company is not the legal entity which will be the listed entity in an IPO, the Series B Preferred Shares shall convert into shares of the proposed listed entity in the IPO, instead of Conversion Shares, on terms no less favourable than the conversion to Conversion Shares as contemplated herein and concurrently unless the Conversion Option is into shares in such listed entity on the terms as contemplated, the Company agrees not to proceed with the sale IPO. 3.2. If on the last day of the one hundred-eighty (180) day period commencing on the effective date of the registration statement relating to an IPO but prior to the Mandatory Redemption Date (if such day falls on the same day with the Mandatory Redemption Date, it shall be deemed to be prior to the Mandatory Redemption Date) (the “Post-IPO Option Date”), both of the Average Stock Price and purchase Consecutive Stock Price reach one hundred and thirty percent (130%) of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “B Conversion Price”) shall, upon election of Evergreen, be converted into (Price then in effect and the Company shall issue) such number total equity valuation of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from no less than US Dollar five hundred million (US$500,000,000.00) (on a fully-diluted and as-converted basis), then all its ongoing obligations and liabilities under of the Convertible Promissory Notes. The outstanding Series B Preferred Shares shall automatically be converted into such number of Conversion Shares at the Converted Shares shall be determined by dividing (i) the Series B Conversion Price by (ii) the price per share then in effect as calculated pursuant to Section 2.1 of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release to the Company (the “Conversion Date”). For the avoidance of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-this Exhibit C and Schedule I-D respectivelysuch shares may not be reissued by the Company.

Conversion. Subject to 7.1 The Loan shall be convertible into fully paid Ordinary Shares on the following terms and conditions conditions: (a) the Lender shall have the right to convert its holding of this Agreementthe outstanding amount of the Loan (the “Loan Outstanding”) or any part thereof in amounts or multiples of £5,000 into such number of fully paid Ordinary Shares as, at the Closing Conversion Price, have an aggregate value equal to (as nearly as practicable, ignoring fractions and concurrently with rounding down to the sale and purchase nearest whole number of Ordinary Shares) the aggregate nominal value of the Series C Closing SharesLoan Outstanding to be converted by completing the Notice of Conversion, at, or sending it by registered post to, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares registered office of the Company to Company. A duly completed conversion notice may not be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (withdrawn without the “Converted Shares”). Immediately following the issuance consent of the Converted Shares Company. Conversion pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall sub-paragraph may be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be determined by dividing (i) made at any time during the Conversion Price Period by (ii) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion written notice and a deed of release to the Company in accordance with this condition. The effective date for conversion shall be the date upon the Notice of Conversion shall be received by the Company (the “Conversion Date”); and (b) if a resolution shall be passed for the voluntary winding up of the Company during the Conversion Period, the Lender will be entitled, in respect of the Loan or any part thereof, on giving written notice to the Company within three months after the passing of such resolution, to elect to be treated as if it had exercised its conversion rights immediately before the commencement of such liquidation and, in that event, the Lender shall in lieu of the payments which would otherwise be due in respect of such Loan, be entitled to receive out of the assets available in the liquidation, pari passu with the holders of the Ordinary Shares, such a sum as it would have received had it been the holder of Ordinary Shares to which it would have been entitled by virtue of such a conversion and had ceased to hold such Loan on the last Interest 1. For Subject to this paragraph, all conversion rights lapse in the avoidance event of doubt, liquidation. 7.2 The Ordinary Shares arising on conversion shall be allotted and issued not later than 14 days after the Conversion Date with effect from the date Conversion Date and will rank pari passu in all respects with the Ordinary Shares in issue on such Conversion Date save that they shall not rank for dividends or other distributions declared made or paid on the Ordinary Shares in respect of Closing (as defined below) until any accounting period ended prior to the Conversion Date. 7.3 Within 28 days after the relevant allotment date the Company shall issue free of charge to the Lender in respect of the Loan which has been converted a share certificate in respect of the Ordinary Shares arising on conversion and, no interest subject to Condition 7.4 shall also issue a fresh certificate for the balance of the Loan held by the Lender where less than the whole of the Loan is converted. 7.4 Fractions of Ordinary Shares will not be allotted on Conversion, any residual amounts of the Loan left outstanding after conversion as a result of the elimination of fractions shall be accrued under waived and may be retained by the Convertible Promissory Notes. The capitalization table of the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyCompany.

Conversion. Subject 4.1 At any time, and from time to time, the Purchaser may, at its sole and exclusive option by delivering to the terms and conditions of this AgreementCompany a conversion notice in the form attached hereto as Annex A, at the Closing and concurrently with the sale and purchase convert all or any part of the Series C Closing Shares, the entire CB Principal and any and all accumulated principal (plus accrued but unpaid interest thereon thereon) outstanding under this Note into fully paid and nonassessable shares of Common Stock (the “Conversion Shares”) of the Company at a conversion price per share equal to the greater of (i) the closing market price per share of Common Stock on the trading day immediately preceding the date of conversion as quoted on the Over-the-Counter Bulletin Board or such other exchange or market upon which the Company’s shares are then listed or traded, or (ii) $0.10 per share of January 31, 2019 Common Stock (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance The Conversion Price shall be subject to adjustment as provided in Section 5 hereof. The Purchaser shall convert a minimum of the Converted Shares US$10,000 of principal for any conversion pursuant to this Section 1.2 and 4(a). 4.2 No fractional shares of Common Stock shall be issued upon conversion of this Note. Upon the issuance conversion of a deed the entire principal outstanding under this Note, in lieu of release by Evergreenthe Company issuing any fractional shares to the Purchaser in cash, the Company shall be released from all its ongoing obligations and liabilities under pay to the Convertible Promissory NotesPurchaser the amount of outstanding principal that is not so converted. The number On partial conversion of this Note, the Converted Shares Company shall be determined by dividing issue to the Purchaser (i) the Conversion Price by shares of Common Stock into which a portion of this Note is converted and (ii) a new convertible note having identical terms to this Note, except that the price per share principal amount thereof shall equal the difference between (A) the principal amount of this Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common Stock. Upon conversion of this Note pursuant to this Section 4, the Purchaser shall surrender this Note, duly endorsed, at the principal office of the Converted Company. At its expense, the Company shall, as soon as practicable but in no event more than ten (10) business days thereafter, issue and deliver to the Purchaser at such principal office a certificate or certificates for the number of Conversion Shares to which the Purchaser shall be entitled upon such conversion (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Purchaser is entitled upon such conversion under the terms of this Note. 4.3 The Company shall at all times reserve and keep available out of its authorized but unissued shares of capital stock of the Company, solely for the purpose of effecting the conversion of this Note, such number of Conversion Shares as shall from time to time be sufficient to effect the conversion of this Note; and if at any time the number of authorized but unissued shares of capital stock of the Company shall not be sufficient to effect the conversion of this Note, the Company hereby covenants and agrees to take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of capital stock to such number of shares as shall be sufficient for such purpose. 4.4 The Company shall pay all expenses and other charges payable in connection with the preparation, execution, issuance and delivery of stock certificates and new notes pursuant to this Section 4 hereof, except that, in the event such stock certificates or new notes shall be registered in a name or names other than the name of the holder of this Note, funds sufficient to pay all stock transfer fees, which shall be equal to 95% payable upon the execution and delivery of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoingsuch stock certificate or certificates or new notes, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release paid by the holder hereof to the Company (at the “Conversion Date”). For the avoidance time of doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of delivering this Note to the Company immediately prior to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyupon conversion.

Conversion. Subject to At any time on or after the terms and conditions of this AgreementIssuance Date, at the Closing and concurrently with the sale and purchase request of the Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 Holder (the “Conversion PriceElection”) shall), upon election of Evergreenthis Note shall be convertible, be converted in whole or in part, into (and the Company shall issue) such number of Series C Preferred fully paid and non-assessable Common Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of the Converted Shares shall be is determined by dividing (ix) the outstanding Principal Amount and the Interest Amount then accrued hereon by (y) the Conversion Price by (iias defined in Section 3.2(a) the price per share of the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entityhereof). No fractional shares of the Company will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares The Holder shall be regarded as being completed upon Evergreen’s issuance of effect a conversion notice and a deed of release Conversion Election by delivering to the Company the form of Notice of Conversion attached hereto as Exhibit B (a “Notice of Conversion”), specifying therein the principal amount of Notes to be converted and the date on which such conversion is to be effected (a “Conversion Date”). For If no Conversion Date is specified in a Notice of Conversion, the avoidance Conversion Date shall be the date that such Notice of doubtConversion is provided hereunder. To effect Conversion Elections hereunder, from the Holder shall not be required to physically surrender Notes to the company unless the entire Principal Amount of this Note plus the Interest Amount thereon shall have been so converted. Conversions hereunder shall have the effect of lowering the outstanding Principal Amount in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the Principal ▇▇▇▇▇▇ converted and the date of Closing such conversions. The Company shall deliver any objection to any Notice of Conversion within three (as defined below3) until Trading Days of receipt of such Notice of Conversion. In the Conversion Dateevent of any dispute or discrepancy, no interest the records of the Holder shall be accrued under controlling and determinative in the Convertible Promissory Notesabsence of manifest error. The capitalization table Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company immediately prior within five (5) Trading Days following such request so that a new Note reflecting the correct then outstanding Principal Amount may be issued to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyHolder.

Conversion. Subject (a) Automatic Conversion in Connection with an IPO. In the event the Company consummates an IPO prior to November 5, 2007, then the outstanding principal amount of this Note shall automatically convert into shares of the Company’s Common Stock at a 20% discount to the terms and conditions public offering price of the Common Stock as stated in the final prospectus issued in connection with the IPO. The Investor agrees to deliver the original of this AgreementNote at the closing of the IPO for cancellation, against delivery by the Company, at the Closing and concurrently with the sale and purchase such closing or as soon as practicable thereafter, to Investor of the Series C Closing Sharesnumber of shares of Common Stock to which Investor shall be entitled upon conversion of this Note pursuant to this Section 6(a); provided, however, that upon satisfaction of the entire CB Principal conditions set forth in this Section 6(a), this Note shall be deemed converted and any of no further force and all accumulated but unpaid interest thereon effect, whether or not it is delivered for cancellation as set forth in this sentence. The conversion shall be deemed to have been made on the closing date of January 31such IPO. In the event of the conversion of the principal of the Note pursuant to this Section 6(a), 2019 (on the “Conversion Price”) shalldate 60 days after the date of such conversion, upon election of Evergreen, be converted into (and the Company shall issuepay to the Investor an amount equal to the outstanding principal amount of this Note multiplied by 0.225. (b) Optional Conversion in Connection with a Merger. In the event the Company consummates a Merger prior to November 5, 2007, then this Note shall be convertible at the option of the Investor into that number of shares of the Company’s Series C Preferred Stock as is determined by dividing such number principal amount by $1.96 per share (adjusted to reflect subsequent stock dividends, stock splits, combinations or recapitalizations, and any other adjustments made pursuant to Article V, Section 5(c) of the Company’s Amended and Restated Certificate of Incorporation (as may be amended from time to time)). Before Investor shall be entitled to convert this Note into shares of Series C Preferred Shares Stock under this Section 6(b), Investor shall execute and deliver to the Company joinders to (i) the Series C Preferred Stock Purchase Agreement dated June 28, 2001 among the Company and the parties thereto (as amended from time to time, the “Stock Purchase Agreement”) or a purchase agreement substantially identical to the Stock Purchase Agreement, (ii) the Company’s Fourth Amended and Restated Investors’ Rights Agreement, dated as of May 3, 2006, among the Company and the parties thereto (as amended from time to time, the “Investors’ Rights Agreement”) and (iii) the Voting Agreement, dated June 28, 2001, among the Company and the parties thereto (as amended from time to time, the “Voting Agreement”), each in a form reasonably acceptable to the Company and the Investor. In addition, before Investor shall be entitled to convert this Note into shares of Series C Preferred Stock under this Section 6(b), it shall surrender this Note, duly endorsed, at the office of the Company and shall give written notice to the Company at its principal corporate office, of the election to convert the same pursuant to this Section. The Company shall, as soon as practicable thereafter, take all action necessary to execute and deliver to the Investor counterparts to the joinders to the Stock Purchase Agreement, Investors’ Rights Agreement and Voting Agreement executed by the Investor, and issue and deliver at such office to Investor a certificate or certificates for the number of shares of Series C Preferred Stock to which Investor shall be issued entitled upon conversion (bearing such legends as are required by the Series C Preferred Stock purchase agreement, the Note Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”Company). Immediately following The conversion shall be deemed to have been made immediately prior to the issuance close of the Converted Shares Merger. In the event of the conversion of the principal of the Note pursuant to this Section 1.2 and 6(b), on the issuance date 60 days after the date of a deed of release by Evergreensuch conversion, the Company shall be released from all its ongoing obligations pay to the Investor an amount equal to the outstanding principal amount of this Note multiplied by 0.225. In the event the Investor chooses not to convert this Note pursuant to this Section 6(b), the outstanding principal and liabilities under accrued interest of this Note shall due and payable on the Convertible Promissory Notesclosing of the Merger. The In the event any such Merger does not close, this Note shall remain outstanding in accordance with the terms set forth herein. (c) Automatic Conversion into Series C Preferred Stock. If the this Note is still outstanding on November 5, 2007, then the outstanding principal amount of this Note plus an additional amount equal to the outstanding principal amount of this Note multiplied by 0.225 (the “Total Amount”) shall automatically convert into that number of shares of the Converted Shares shall be Company’s Series C Preferred Stock as is determined by dividing such Total Amount by $1.96 per share (adjusted to reflect subsequent stock dividends, stock splits, combinations or recapitalizations, and any other adjustments made pursuant to Article V, Section 5(c) of the Company’s Amended and Restated Certificate of Incorporation (as may be amended from time to time)). Before Investor shall be entitled to convert this Note into shares of Series C Preferred Stock under this Section 6(c), the Investor shall execute and deliver to the Company joinders to (i) the Conversion Price by Stock Purchase Agreement or a purchase agreement substantially identical to the Stock Purchase Agreement, (ii) Company’s Investors’ Rights Agreement and (iii) the price per share Voting Agreement, each in a form reasonably acceptable to the Company and the Investor. In addition, before Investor shall be entitled to convert this Note into shares of Series C Preferred Stock under this Section 6(c), it shall surrender this Note, duly endorsed, at the office of the Converted Shares Company and shall give written notice to the Company at its principal corporate office, of the election to convert the same pursuant to this Section. The Company shall, as soon as practicable thereafter, take all action necessary to execute and deliver to the Investor counterparts to the joinders to the Stock Purchase Agreement, Investors’ Rights Agreement and Voting Agreement executed by the Investor, and issue and deliver at such office to Investor a certificate or certificates for the number of shares of Series C Preferred Stock to which Investor shall be equal to 95% of the purchase price per share of entitled upon conversion (bearing such legends as are required by the Series C Closing Shares purchased by Preferred Stock purchase agreement, the Note Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the Company). (d) Optional Conversion prior to Private Placement. In the event the Company intends to enter into a venture capital, institutional or other Investors (other than Holding Entity). No fractional equity financing primarily for the purpose of raising capital for the account of the Company in which shares of the Company’s preferred stock are issued (a “Private Placement”) prior to November 5, 2007, the Company will shall provide Investor with no less than 30 days’ prior written notice of such Private Placement (the “Private Placement Notice”), which Private Placement Notice shall be issued accompanied by drafts of all documents intended to Evergreenbe executed in connection therewith. Notwithstanding Upon receipt of the foregoingPrivate Placement Notice, the principal amount outstanding under this Note shall be convertible at the option of the Investor into that number of shares of the Company’s Series C Preferred Stock as is determined by dividing such principal amount by $1.96 per share (adjusted to reflect subsequent stock dividends, stock splits, combinations or recapitalizations, and any other adjustments made pursuant to Article V, Section 5(c) of the Company’s Amended and Restated Certificate of Incorporation (as may be amended from time to time)). Investor must give notice to Company within twenty (20) days of the date of receipt of the Private Placement Notice in order for the Note to be convertible under this Section 6(d). Before Investor shall be entitled to convert this Note into shares of Series C Preferred Stock under this Section 6(d), Investor shall execute and deliver to the Company joinders to (i) the Stock Purchase Agreement or a purchase agreement substantially identical to the Stock Purchase Agreement, (ii) Company’s Investors’ Rights Agreement and (iii) the Voting Agreement, each in a form reasonably acceptable to the Company and the Investor. In addition, before Investor shall be entitled to convert the principal amount of this Note into shares of Series C Preferred Stock under this Section 6(d), it shall surrender this Note, duly endorsed, at the office of the Company and shall give written notice to the Company at its principal corporate office, of the election to convert the same pursuant to this Section. The Company shall, as soon as practicable thereafter, take all action necessary to execute and deliver to the Investor counterparts to the joinders to the Stock Purchase Agreement, Investors’ Rights Agreement and Voting Agreement executed by the Investor, and issue and deliver at such office to Investor a certificate or certificates for the number of shares of Series C Preferred Stock to which Investor shall be entitled upon conversion (bearing such legends as are required by the Series C Preferred Stock purchase agreement, the Note Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the Company). The conversion shall be deemed to have been made immediately prior to the close of the Private Placement, provided that Investor shall be entitled, but not obligated, to participate in the Private Placement pursuant to Section 5 of the Investors’ Rights Agreement as if Investor was an “Investor” (as defined thereunder) that is entitled to the right of first offer provided for in Section 5 thereof, and Investor’s pro rata share for purposes of Section 5 thereof shall be determined assuming that the principal amount of this Note has been converted into Series C Preferred Stock pursuant to this Section 6(d). In the event of the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance principal of a conversion notice and a deed of release the Note pursuant to this Section 6(d), on the Company (the “Conversion Date”). For the avoidance of doubt, from date 60 days after the date of Closing (as defined below) until the Conversion Datesuch conversion, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior shall pay to and after the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyInvestor an amount equal to the outstanding principal amount of this Note multiplied by 0.225. In the event any such Private Placement does not close, this Note shall remain outstanding in accordance with the terms set forth herein.

Conversion. Subject to the terms and conditions provisions of this Agreementthe Indenture, the Holder hereof has the right, at its option, at any time following the Closing and concurrently with the sale and purchase date of issuance of the Series C Closing SharesSecurities and prior to the close of business on the Business Day next preceding March 15, 2007 (except that with respect to any Security or portion of a Security which shall be called for redemption, prior to the entire CB Principal and any and all accumulated but unpaid interest thereon as close of January 31, 2019 business five days prior to the Redemption Date) (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and unless the Company shall issue) default in payment of the Redemption Price), to convert the Principal Amount hereof or any portion of such principal which is $1,000 or an integral multiple thereof, into that number of Series C Preferred Shares fully paid and non-assessable shares of Common Stock, as said shares shall be constituted at the date of conversion, obtained by dividing the Principal Amount of this Security or portion thereof to be converted by the conversion price of $24.34 (the "Conversion Price") as adjusted from time to time as provided in the Indenture, upon surrender of this Security, together with a Conversion Notice as provided in the Indenture, to the Company at the office or agency of the Company maintained for that purpose in Boston, Massachusetts, which is initially the Corporate Trust Office, and, unless the shares issuable on conversion are to be issued in the same name as this Security, duly endorsed by, or accompanied by instruments of transfer in form satisfactory to Evergreen as set forth opposite Evergreen’s name on Schedule II attached hereto (the “Converted Shares”). Immediately following the issuance of the Converted Shares pursuant to this Section 1.2 and the issuance of a deed of release by EvergreenCompany duly executed by, the Company Holder or by his duly authorized attorney. No adjustment in respect of interest or dividends will be made upon any conversion; provided, however, that, if this Security shall be released surrendered for conversion during the period from all its ongoing obligations the close of business on any Regular Record Date for the payment of interest through the close of business on the Business Day next preceding the following Interest Payment Date, and liabilities under has not been called for redemption on a Redemption Date that occurs during such period, such Security (or portion thereof being converted) must be accompanied by an amount, in funds acceptable to the Convertible Promissory Notes. The number of Company, equal to the Converted Shares interest payable on such Interest Payment Date on the Principal Amount being converted; provided, however, that no such payment shall be determined by dividing (i) required if there shall exist at the Conversion Price by (ii) time of conversion a default in the price per share payment of interest or Additional Amounts on the Converted Shares which shall be equal to 95% of the purchase price per share of the Series C Closing Shares purchased by other Investors (other than Holding Entity)Securities. No fractional shares of the Company will be issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Securities for conversion. Securities in respect of which a Holder is exercising its right to Evergreen. Notwithstanding require repurchase on a Fundamental Change Repurchase Date may be converted only if such Holder withdraws its election to exercise such right in accordance with the foregoing, the conversion terms of the Converted Shares shall Indenture. Any Securities called for redemption, unless surrendered for conversion by the Holders thereof on or before the close of business five days prior to the date fixed for redemption, may be regarded as being completed upon Evergreen’s issuance of a conversion notice and a deed of release deemed to be redeemed from such Holders for an amount equal to the applicable Redemption Price, by one or more investment banks or other purchasers who may agree with the Company (the “Conversion Date”). For the avoidance of doubt, i) to purchase such Securities from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table Holders thereof and convert them into shares of the Company immediately prior Common Stock and (ii) to make payment for such Securities as aforesaid to the Trustee in trust for the Holders. [INCLUDE IF SECURITY IS A GLOBAL SECURITY - In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and after procedures of the Closing is enclosed hereto as Schedule I-C and Schedule I-D respectivelyDepositary.]