Common use of Optional Conversion Clause in Contracts

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 5:00 p.m., New York, NY TimeYork City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the Company and (B) if required by Section 3(c)(v), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). Promptly following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the “Transfer Agent”). On or before the third fifth Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A1) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”X) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and so long as the certificates therefor are not required to bear a legend pursuant to Section 5(c) of the Securities Purchase Agreement, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled entitled, which certificates certificate shall not bear any restrictive legends legend unless the certificate is required to bear such a legend pursuant to Section 5(c) of the Rule 144Securities Purchase Agreement, and (2) pay to the Holder in cash an amount equal to the sum of (A) the amount of any accrued and unpaid Interest on the applicable Conversion Amount being converted through the Conversion Date and (B) any accrued and unpaid Late Charges on such Conversion Amount and Interest. Delivery of physical certificates shall be deemed to have been made if delivered personally or when delivered to a nationally recognized overnight carrier. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedAmount, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount a Preferred Share into shares of Common Stock on any date after the Closing Date (a "“Conversion Date"”), the a Holder shall deliver (A) transmit by emailvia, facsimile (electronic mail or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion of the Preferred Shares subject to such conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCorporation. Within three (3) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Corporation the original certificates representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Corporation shall transmit by electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Corporation’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the "Securities Exchange Act of 1934, (the “Exchange Act”) or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Date"Deadline”), the Company Corporation shall (A1) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the The Depository Trust Company's Corporation’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the such Holder shall be entitled to the such Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission system at Custodian system, or (B2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock to which the such Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion and the outstanding Principal of this Note pursuant is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company Corporation shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver to the holder such Holder (or its designee) a new Note Preferred Share Certificate representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“"Rule 144”") and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Optional Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyHightimes. On or before the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Hightimes shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC"Company(“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Optional Conversion Amount being converted, then the Company Hightimes shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.. Hightimes Convertible Note – Sept 2018

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, email or facsimile with confirmation of delivery (or otherwise deliver)deliver by method set forth in Section 8), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal balance of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal balance not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt by the Company of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Ordinary Shares and provided that the Company’s U.S. transfer agent (the “Transfer Agent Agent”) is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders beneficial owner of such shares Ordinary Shares by the Company, with respect to any dividend or other distributions payable on the Ordinary Shares with a record date between the date of Common Stock upon the transmission of a Conversion Notice and the issuance of the relevant Ordinary Shares issuable pursuant to such Conversion Notice. In connection with any conversion of a Conversion Amount into Ordinary Shares on a Conversion Date, the Company shall, on the relevant Share Delivery Date, set off (verrekenen) its debt under the Note to pay such Conversion Amount against its receivable from the Holder to pay up in full, and satisfy the issue price, for the relevant Ordinary Shares issuable upon such conversion (and, for that purpose, such issue price shall be the same amount as the Conversion Amount).

Optional Conversion. To convert any Conversion Amount portion of the Outstanding Balance into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third (3rd) Business Day (as defined below) following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 1933, as amended, (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144to federal or state securities laws. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount Outstanding Balance being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. “Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

Optional Conversion. To convert any the Optional Conversion Amount into shares of Class A Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such datewithin one business day after completion of the IPO, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the CompanyiPower. On or before the third fifth Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company iPower shall (A) if legends are not required to be placed on certificates of Class A Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Class A Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Class A Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Class A Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (Ax) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Company's transfer agent (the “Transfer Agent Agent”) is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission At Custodian system or (By) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 16(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder's account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. In the event that the Holder elects to convert a portion of the Principal amount of this Note prior to any applicable Installment Date, the Conversion Amount so converted shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) for delivery via DTC to the transferee in connection with any sale of Conversion Shares with respect to which the Holder has entered into a contract for sale and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A II (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount a Preferred Share into shares of Common Stock on any date (a "“Conversion Date"”), the a Holder shall deliver (A) transmit by email, facsimile (or otherwise delivervia electronic mail), for receipt on or prior to 11:59 4:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the Company. If required by Section 4(c)(iii), within two (2) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 21(b)). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the "1934 Act or other applicable law, rule or regulation for the settlement of a trade on the Principal Market initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Date"Deadline”), the Company shall (A1) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the The Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the such Holder shall be entitled to the such Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission system at Custodian system, or (B2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock to which the such Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion and the outstanding Principal of this Note pursuant to Section 4(c)(iii) is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three five (35) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver to the holder such Holder (or its designee) a new Note Preferred Share Certificate (in accordance with Section 21(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission Conversion Date. In connection with any conversion of Preferred Shares by a Holder, the number of Preferred Shares converted by such Holder shall be deducted from the Installment Amount(s) of such Holder relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile electronic mail (or otherwise deliver), for receipt delivery on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the a "Conversion Notice") to the Company and (B) if required by Section 3(c)(iii), but without delaying the Company's requirement to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft, destruction or mutilation in compliance with the procedures set forth in Section 18(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the third Business first (1st) Trading Day following the date of receipt delivery of a Conversion Notice, the Company shall transmit by electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder has delivered the applicable Conversion Notice to the Company (a "Share Delivery Date"), the Company shall (Ax) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("DTC") Fast Automated Securities Transfer ProgramProgram and (A) the applicable Conversion Shares are subject to an effective resale registration statement in favor of the Holder or (B) if converted at a time when Rule 144 would be available for resale of the applicable Conversion Shares by the Holder, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal Agent Commission system At Custodian system, or (By) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, if converted at a time when Rule 144 would not be available for resale of the applicable Conversion Shares by the Holder, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three two (32) Business Days after receipt delivery of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission applicable Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder's account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. The Company's obligations to issue and deliver shares of Common Stock in accordance with the terms and subject to the conditions 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. While any Notes are outstanding, the Company shall use a Conversion Noticetransfer agent that participates in the DTC Fast Automated Securities Transfer Program.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates book-entry registrations of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatebook-entry registrations, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates Common Shares shall bear a restrictive legend unless not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program (the “FAST Program”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer FAST Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. Before any issuances of shares of Common Stock may be made in connection with any conversion (x) under the DTC FAST Program or (y) pursuant to a Conversion Notice requesting that a certificate be issued without a restrictive legend, the Company may, in its sole discretion, require an opinion of counsel for the Holder that such transfer is exempt from the registration requirements of the Securities Act. If the Company determines that a restrictive legend is required in connection with any issuance of Common Stock pursuant to a Conversion Notice, the following legend shall appear on such certificate(s): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, WITH RESPECT TO WHICH THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date")Notice, the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system DTC, or (B) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note principal is greater than the Principal principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal principal not converted. The Person individual, corporation, partnership, limited liability company, limited liability partnership, trust, association, organization or Persons other entity (each a “Person”) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. For the purposes hereof, the term “Business Day” means any day except any Saturday, any Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of California are authorized or required by law or other governmental action to close.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyKairos Pharma. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Kairos Pharma shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile electronic mail (or otherwise deliver), for receipt delivery on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "a “Conversion Notice"”) to the Company and (B) if required by Section 3(c)(iii), but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft, destruction or mutilation in compliance with the procedures set forth in Section 18(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the third Business first (1st) Trading Day following the date of receipt delivery of a Conversion Notice, the Company shall transmit by electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the "“Transfer Agent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder has delivered the applicable Conversion Notice to the Company (a “Share Delivery Date"”), the Company shall (Ax) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and (A) the applicable Conversion Shares are subject to an effective resale registration statement in favor of the Holder or (B) if converted at a time when Rule 144 shall then be available for resale of the applicable Conversion Shares by the Holder (without the need for current public information under Rule 144(c)), credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal Agent Commission system At Custodian system, or (By) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, if converted at a time when Rule 144 would not be available for resale of the applicable Conversion Shares by the Holder without compliance with Rule 144(c), either (x) issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion or (y) direct the Transfer Agent to issue such number of shares of Common Stock to which certificates the Holder shall not bear any restrictive legends unless required be entitled pursuant to such conversion in uncertificated form in the Rule 144Transfer Agent’s direct registration system. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission applicable Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates (or issuance of shares in the Transfer Agent’s direct registration system) evidencing such Conversion Shares, as the case may be. The Company’s obligations to issue and deliver shares of Common Stock in accordance with the terms and subject to the conditions 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. While any Notes are outstanding, the Company shall use its reasonable best efforts to use a Conversion NoticeTransfer Agent that participates in the DTC Fast Automated Securities Transfer Program.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business 3rd Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 or book entry of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct the transfer agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be placed on certificates or book-entry positions of the Common Shares, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Purchase Agreement and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to Section 2(g) of the Rule 144Securities Purchase Agreement. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) unless not required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates or book entry positions of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or if restrictive legends are required to be placed on certificates or book entry positions of Common Stock, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book- entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Conversion Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 before 5:00 p.m., New York, NY Atlanta Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or provide an indemnification undertaking acceptable to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third second (2nd) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date")Notice, the Company shall (A) if legends are not required to be placed on certificates transmit by facsimile a confirmation of Common Stock pursuant receipt of such Conversion Notice to the then existing provisions Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date of Rule 144 receipt of a Conversion Notice, the Securities Act of 1933 Company shall: (“Rule 144”x) and provided that (1) the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and (2) the Registration Condition is satisfied, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be entitled to the Holder's or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission at Custodian system or (By) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or if the Registration Condition is not satisfied, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designeeHolder, for the number of shares of Common Stock Conversion Shares to which the Holder shall be entitled which certificates entitled, provided, however, that such certificate shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE. Notwithstanding anything herein to the contrary, the Company shall not bear be obligated to issue any restrictive legends unless required pursuant the Rule 144. If Conversion Shares until this Note is physically surrendered for conversion to the Company, or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an indemnification undertaking acceptable to the Company to indemnify the Company from any loss incurred by it in connection therewith. If the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three four (34) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 14(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion NoticeShares.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the CompanyAcres. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company Acres shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date that the Holder is permitted to effectuate a conversion pursuant to the terms of this Note (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (facsimile, or otherwise deliver)other form of delivery, for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third (3rd) Business Day following the date of receipt Holder’s transmission of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) or any other applicable exemption or registration and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and the Holder provides full and complete DTC delivery instructions, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or At Custodian system, (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144 or (C) if a restrictive legend is required to be placed on certificates of Common Stock pursuant to the then existing federal securities laws, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any the applicable restrictive legends unless required pursuant the Rule 144legend. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section ‎(3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates book-entry registrations of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatebook-entry registrations, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates Common Shares shall bear a restrictive legend unless not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 4:00 p.m., New YorkDallas, NY TimeTX time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii), cause this Note to be delivered to the Company as soon as practicable on or following such date. On or before 4:00 p.m., Dallas, TX time, on the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder (at the facsimile number provided in the Conversion Notice) and the Company’s transfer agent, if any (the “Transfer Agent”). On or before 4:00 p.m., Dallas, TX time, on the third (3rd) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") DTC Fast Automated Securities Transfer Program, cause the Transfer Agent to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission system At Custodian (“DWAC”) system, or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or if the Holder otherwise requests, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 13(d)), representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "" Conversion DateDate "), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "" Conversion NoticeNotice ") to the CompanyBorrower. On or before the third Business Day following the date of receipt of a Conversion Notice (the "" Share Delivery DateDate "), the Company Borrower shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust CompanyBorrower's ("DTC" DTC ") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Borrower shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“ Conversion Notice"Notice “) to the CompanyBorrower. On or before the third Business Day following the date of receipt of a Conversion Notice (the "” Share Delivery Date"Date “), the Company Borrower shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Borrower’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Borrower shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by emailfacsimile or electronic mail (with confirmation of receipt), facsimile (or otherwise deliver), for confirmed receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Purchase Agreement and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to Section 2(g) of the Rule 144Securities Purchase Agreement. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Trading Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date that the Holder is permitted to effectuate a conversion pursuant to the terms of this Note (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (facsimile, or otherwise deliver)other form of delivery, for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third (3rd) Business Day following the date of receipt Holder’s transmission of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) or any other applicable exemption or registration and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and the Holder provides full and complete DTC delivery instructions, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or At Custodian system, (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144.or (C) if a restrictive legend is required to be placed on certificates of Common Stock pursuant to the then existing federal securities laws, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any the applicable restrictive legends unless required pursuant the Rule 144legend. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, email facsimile (or otherwise deliver), ) for receipt on or prior to 11:59 p.m., p.m. New York, NY Time, Time on such date, date a copy of an executed notice of conversion in the form attached hereto her to as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the ·"Share Delivery Date"), the Company Co shall (A) if A)'.if legends are not required to be placed on certificates 'of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, . credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC OTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is A not participating in the DTC OTC Fast Automated Securities Transfer ProgramProgram , issue and deliver to deli the address as specified in the Conversion Notice, Notice a certificate, . registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be s entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, . upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A II (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 or book entry of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct the transfer agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be placed on certificates or book-entry positions of the Common Shares, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to the Rule 144rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 5:00 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business second (2nd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the "Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates or the book-entry position of the Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be placed on certificates or book-entry positions of the Common Stock, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyShuttle Pharma. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Shuttle Pharma shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To The Holder may, at its option at any time and from time to time (and in lieu of the Holder accepting repayment of principal and accrued interest so converted), convert any Conversion Amount or all of the outstanding principal of and accrued and unpaid interest under this Note into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock Stock”), at a conversion price per share equal to $0.35 (subject to adjustment in the event of a stock split, combination, reclassification or like event with respect to the Common Stock), but only if and to the extent the Company is not at such time prevented from issuing such shares by the terms of any agreement to which the Company is a party on September 18, 2007, and at the time of any date attempted conversion of this Note (a "Conversion Date"“Conflicting Agreement”). The Holder may exercise such conversion right by giving written notice to the Company, which notice shall set forth the amount of outstanding principal and interest to be converted and shall be accompanied by this Note. No fractional shares will be issued upon conversion of this Note. In lieu of any fractional share to which Lender would otherwise be entitled, the Holder shall Company will pay the cash value of that fractional share to the Holder, as provided herein. Upon the conversion of any principal and interest pursuant to this Note, the Company will continue to be bound by and subject to all of its obligations and liabilities pursuant to this Note with respect to any portion of the principal and interest of this Note remaining outstanding after such conversion. Within 10 business days after receipt of an exercise notice and this Note from the Holder, the Company will (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (event the "Conversion Notice") Company is not then prevented from issuing new shares to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date")Holder by any Conflicting Agreement, the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant issue to the then existing provisions of Rule 144 Holder (i) a replacement note in an amount equal to the remaining outstanding principal of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer ProgramNote, credit such aggregate number of shares of Common Stock to if any, which the Holder replacement note shall be entitled otherwise identical in form and substance to the Holder's this Note, and (ii) a certificate or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, certificates for the number of shares of Common Stock to which the Holder shall is entitled (bearing such legends as may be entitled which certificates shall not bear any restrictive legends unless required pursuant by applicable state and federal securities laws in the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal opinion of this Note is greater than the Principal portion legal counsel of the Conversion Amount being convertedCompany), then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver together with a check payable to the holder a new Note representing Holder for any cash amounts payable for any fractional share resulting from the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Note, or (B) in the event the Company is prevented from issuing new shares to the Holder by a Conflicting Agreement, so notify the Holder in a writing accompanied by this Note, whereupon the exercise notice shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Noticedeemed null and void.”

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and the Transfer Agent and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (Ax) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") DTC Fast Automated Securities Transfer ProgramProgram and such Common Shares do not require the placement of any legends restricting transfer of such Common Shares, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (By) if (I) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (II) such Common Shares require the placement of legends restricting the transfer of such Common Shares as required by Section 2(g) of the Securities Purchase Agreement, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the aggregate number of shares of Common Stock Shares to which the Holder shall be entitled entitled, which certificates shall not certificate shall, in the case of clause (II), bear any restrictive legends unless required pursuant a legend in accordance with Section 2(g) of the Rule 144Securities Purchase Agreement. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares Common Shares on the Conversion Date. In addition to the foregoing, on such Share Delivery Date, the sum of (I) the Make-Whole Amount and (II) any accrued and unpaid Interest and Late Charges, if any, (the "Additional Conversion Obligations") on such Conversion Amount and Interest shall be paid to the Holder in Common Stock upon Shares ("Additional Conversion Shares") so long as there has been no Equity Conditions Failure; provided however, that the transmission Company may, at its option following notice to the Holder, pay such Additional Conversion Obligations on any Conversion Date in cash ("Cash Additional Conversion Payment"), or in a combination of a Cash Additional Conversion Payment and Additional Conversion Shares. The Company shall deliver a written notice (each, an "Additional Conversion Election Notice") to the Holder on or prior to the applicable Additional Conversion Notice Due Date (the date such notice is delivered to the Holder, the "Additional Conversion Notice Date") which notice (i) either (A) confirms that Additional Conversion Obligations to be paid on such Conversion Date shall be paid entirely in Additional Conversion Shares or (B) elects to pay the Additional Conversion Obligations as a Cash Additional Conversion Payment or a combination of a Cash Additional Conversion Payment and Additional Conversion Shares and specifies the amount of the Additional Conversion Obligations, if any, that shall be paid as a Cash Additional Conversion Payment and the amount of Additional Conversion Obligations, if any, that shall be paid in Additional Conversion Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Equity Conditions are not satisfied as of the Additional Conversion Notice Date, then unless the Company has elected to pay such Additional Conversion Obligations as a Cash Additional Conversion Payment, the Additional Conversion Notice shall indicate that unless the Holder waives the Equity Conditions, the Additional Conversion Obligations shall be paid as a Cash Additional Conversion Payment. If the Equity Conditions were satisfied as of the Additional Conversion Notice Date but the Equity Conditions are no longer satisfied at any time prior to the Share Delivery Date, the Company shall provide the Holder a subsequent notice to that effect indicating that unless the Holder waives the Equity Conditions, the Additional Conversion Obligations shall be paid in cash. The Additional Conversion Obligations to be paid on such Share Delivery Date in Additional Conversion Shares shall be paid in a number of fully paid and nonassessable Common Shares (rounded to the nearest whole share in accordance with Section 3(a)) equal to the quotient of (1) the amount of Additional Conversion Obligations payable on the applicable Conversion Date less any Cash Additional Conversion Payment paid on the applicable Conversion Date and (2) the Interest Conversion Price in effect on the applicable Conversion Date.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“"Rule 144”") and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTCOTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC OTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC OTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a ofa Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyShuttle Pharma. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Shuttle Pharma shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.. Exhibit F – Form of Convertible Note

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 5:00 p.m., New York, NY TimeYork City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(v), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the third first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the second Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A1) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”X) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and so long as the certificates therefor are not required to bear a legend pursuant to Section 5(c) of the Securities Purchase Agreement, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled entitled, which certificates certificate shall not bear any restrictive legends legend unless the certificate is required to bear such a legend pursuant to Section 5(c) of the Rule 144Securities Purchase Agreement, (2) pay any applicable Make-Whole Amount in accordance with Section 3(c)(iii) and (3) pay to the Holder in cash an amount equal to the sum of (A) the amount of any accrued and unpaid Interest on the applicable Conversion Amount being converted through the Conversion Date and (B) any accrued and unpaid Late Charges on such Conversion Amount and Interest. Delivery of physical certificates shall be deemed to have been made if delivered personally or when delivered to a nationally recognized overnight carrier. If this Note is physically surrendered for conversion as required by Section 3(c)(v) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedAmount, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if legends are required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) (for which the Holder shall provide an opinion from its counsel that is reasonable acceptable to the Company) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 1 1 :59 p.m., New YorkYork , NY N Y Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Com mon Stock pursuant to the then existing provisions of Rule Ru le 144 of the Securities Act of 1933 (“"Rule 144”") and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTCOTC") Fast Automated Securities Transfer Program, credit cred it such aggregate number of shares of Common Com mon Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram , issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless u n less required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shallshall , upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not convertedconverted . The Person or Persons Person’s entitled to receive the shares of Common Com mon Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock ADSs on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(ii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share ADS Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) ADSs and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock ADSs to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock ADSs to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock ADSs issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock ADSs upon the transmission of a Conversion Notice.

Optional Conversion. To convert Any Holder shall have the right, at its option, at any Conversion Amount time prior to the close of business on December 1, 1997, to convert, subject to the terms and provisions of the Indenture, the principal amount of any Bond (or any portion of the principal amount thereof that is $1,000 or an integral multiple of $1,000) into such number of fully paid and non-assessable shares of Common Stock on any date as is equal to (a i) the principal amount of the Bond divided by (ii) $5.00, subject to adjustment as provided in the Indenture (such price, as so adjusted, is referred to herein as the "Conversion DatePrice"), except that (a) with respect to any Bond, or any portion thereof, which shall be called for redemption pursuant to Paragraph 2 of the Holder Bonds, such right shall (A) transmit by emailterminate at the close of business on the Redemption Date for such Bond, facsimile (or otherwise deliver)such portion, for receipt on or prior to 11:59 p.m., New York, NY Time, on unless in any such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), case the Company shall default in payment of the Redemption Price due upon such redemption and (Ab) if legends are not required with respect to any Bond, or any portion thereof, delivered by a Holder for purchase by the Company pursuant to Paragraph 4 of the Bonds, such right shall terminate at the close of business on the Purchase Date for such Bond, or such portion, unless in any such case the Company shall default in payment of the Purchase Price therefor. Such conversion right shall be exercised by the surrender of the Bond or Bonds, the principal amount of which is so to be placed on certificates of Common Stock pursuant converted, to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided Trustee at its Corporate Trust Office any time during usual business hours, accompanied by written notice that the Transfer Agent is participating Holder elects to convert such Bond or Bonds or any portion thereof and specifying the name or names (with addresses) in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of which a certificate or certificates for shares of Common Stock are to which be issued and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Trustee duly executed by the Holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to the Indenture. Upon conversion of any Bond or portion thereof, the Holder thereof shall be entitled to receive payment of all accrued and unpaid interest on such Bond or portion thereof through the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating date of conversion. The Company will deliver a check in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders amount of such shares accrued and unpaid interest plus any amount in lieu of Common Stock upon the transmission of a Conversion Noticeany fractional share.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyRVeloCITY. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company RVeloCITY shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert any Conversion Amount up to the Total Principal Amount, plus accrued but unpaid interest, if any, of this Note, in whole or in part at the option of the Payee, into Class A ordinary shares in the capital of Common Stock on any date the Maker (a "Conversion Date"each, an “Ordinary Share”), at a conversion price of $10.00 per Ordinary Share. The Ordinary Shares shall be identical to the Holder private placement shares issued to the Sponsor at the time of the Maker’s IPO (the “Private Placement Shares”). As promptly as reasonably practicable after notice by the Payee to the Maker to convert the principal balance of this Note, in whole or in part, into Private Placement Shares, which notice, if given, must be given at least five business days prior to the consummation of the Business Combination, and after the Payee’s surrender of this Note, the Maker shall have issued and delivered to the Payee, without any charge to Payee, a share certificate or certificates (Aissued in the name(s) transmit requested by email, facsimile (or otherwise deliverthe Payee), for receipt or shall have made appropriate book-entry notation on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 books and records of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating Maker, in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, each case for the number of shares Private Placement Shares of Common Stock to which the Holder Maker issuable upon the conversion of this Note. The conversion shall be entitled which certificates shall not bear any restrictive legends unless required pursuant deemed to have been made immediately prior to the Rule 144. If this Note is physically surrendered for conversion and close of business on the outstanding Principal of this Note is greater than the Principal portion date of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt surrender of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person person or Persons persons entitled to receive the shares of Common Stock issuable Private Placement Shares upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such shares Private Placement Shares as of Common Stock upon such date. Each such newly issued Private Placement Share shall include restricted legends that contemplates the transmission of a Conversion Noticesame restrictions as the Private Placement Shares that were issued to Payee in connection with the IPO. The Private Placement Shares issuable pursuant to this Note shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated April 6, 2022, by and among the Maker, the Payee and certain other security holders named therein.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required, surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third fifth (5th) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Purchase Agreement and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three five (35) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanySigning Day Sports. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Signing Day Sports shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock ADSs (and the underlying Ordinary Shares) on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) ADSs and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock ADSs to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock ADSs to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144SEC. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock ADSs (and the underlying Ordinary Shares) issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock ADSs (and the underlying Ordinary Shares) upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates or the book-entry position of the Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be places on certificates or book-entry positions of the Common Stock, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.. 37

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall deliver (A) transmit by emailwhether via facsimile, facsimile (electronic mail or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the Company. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any form of Conversion Notice be required. If required by Section 3(c)(iii), within three (3) Trading Days following a conversion of this Debenture as aforesaid, the Holder shall surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Debenture in the case of its loss, theft or destruction as contemplated by Section 19(b)). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the second (2nd) Trading Day following the "Share Delivery Date")date of receipt of a Conversion Notice, the Company shall (A1) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") DTC Fast Automated Securities Transfer ProgramProgram and further provided that the Registration Statement is then effective or such shares are freely transferable without restriction under Rule 144 under the Securities Act by a Holder who is not an affiliate of the Company, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission at Custodian system or (B2) if the Transfer Agent is conditions set forth in clause (1) are not participating in the DTC Fast Automated Securities Transfer Programsatisfied, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designeedesignee (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for such shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Conversion Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note Debenture is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder Holder (or its designee) a new Note Debenture (in accordance with Section 19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date")Notice, the Company shall shall: (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system DTC; or (B) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled entitled, which certificates shall not bear any restrictive legends unless required pursuant the to Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the remaining outstanding Principal not converted. The Person individual, corporation, partnership, limited liability company, limited liability partnership, trust, association, organization or Persons other entity (each a “Person”) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. For the purposes hereof, the term “Business Day” means any day except any Saturday, any Sunday, any day which shall be a federal legal holiday in the United States, or any day on which banking institutions in the State of Nevada are authorized or required by law or other governmental action to close.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“ Conversion Date"Date “), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“ Conversion Notice"Notice “) to the CompanyBorrower. On or before the third Business Day following the date of receipt of a Conversion Notice (the "“ Share Delivery Date"Date “), the Company Borrower shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Borrower’s ("DTC"“ DTC “) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Borrower shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates or the book-entry position of the Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be places on certificates or book-entry positions of the Common Stock, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system system, (B) if legends are required to be placed on certificates of common stock, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall bear any restrictive legends required by Rule 144, or (BC) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled entitled, which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email with confirmation of receipt (or otherwise deliverdeliver by method set forth in Section 7), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate (or book entry), registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder Holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission receipt of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock in connection with a sale, pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144144 and such issuance is not being made in connection with a sale. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyCadrenal Therapeutics. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Cadrenal Therapeutics shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 4:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day trading day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days business days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person person or Persons persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate (or proof of book-entry from the transfer agent), registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(ii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall shall, (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A II (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 1 1:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“"Rule 144”") and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTCOTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC OTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this th is Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and Shares and, provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled entitled, which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock ADSs on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) ADSs and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock ADSs to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock ADSs to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock ADSs issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock ADSs upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 5:00 p.m., New York, NY TimeYork City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the Company and (B) if required by Section 3(c), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). Promptly following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the “Transfer Agent”). On or before the third fifth Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A1) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”X) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and so long as the certificates therefor are not required to bear a legend pursuant to Section 5(c) of the Securities Purchase Agreement, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled entitled, which certificates certificate shall not bear any restrictive legends legend unless the certificate is required to bear such a legend pursuant to Section 5(c) of the Rule 144Securities Purchase Agreement, and (2) pay to the Holder in cash an amount equal to the sum of (A) the amount of any accrued and unpaid Interest on the applicable Conversion Amount being converted through the Conversion Date and (B) any accrued and unpaid Late Charges on such Conversion Amount and Interest. Delivery of physical certificates shall be deemed to have been made if delivered personally or when delivered to a nationally recognized overnight carrier. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedAmount, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.