Common use of Optional Conversion Clause in Contracts

Optional Conversion. (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as of March 31__, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B A Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”)Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series B A Preferred Stock may convert some or all of such their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B A Preferred Stock is held in global certificate form, the Holder of Shares of Series B A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B A Preferred Stock represented by a global stock certificate of the Series B A Preferred Stock.

Optional Conversion. At any time on or prior to the Maturity Date each Investor will have the option to convert all or a portion of the entire principal amount of the Notes outstanding into Common Stock immediately upon the Investor’s request; provided, however, that if, at the time of any particular conversion, the Company does not have the number of authorized shares of Common Stock sufficient to allow for such particular conversion as well as the issuance of the maximum amount of Common Stock permitted under the Company’s 2004 Equity Compensation Plan, the Investors may only convert that portion of their Notes outstanding for which the Company has a sufficient number of authorized shares of Common Stock. To the extent multiple Investors request conversion of their Notes on the same date, any limitations on conversion shall be applied on a pro rata basis. In such case, the Investors may request, in writing, that the Company call a special meeting of the stockholders of the Company specifically for the purpose of increasing the number of authorized shares of Common Stock to cover the remaining portion of the Notes outstanding, as well as the maximum issuances contemplated pursuant to the Company’s 2004 Equity Compensation Plan, within 90 calendar days after the Company’s receipt of the Investors’ written request. Notwithstanding the above, the Company shall use its best efforts to increase its number of authorized shares of Common Stock to 100,000,000 or such greater number so as to allow for the full conversion of any outstanding Notes on the earlier of: (i1) promptly after the date on which a request for conversion, for which there are not sufficient shares available to effect such conversion, is received by the Company, or (2) the time of the next shareholder meeting. The number of shares of Common Stock that this Note may be converted into shall be determined by dividing the principal amount then outstanding by the Conversion Price at the time of conversion. If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock Investor elects to convert such Shares in accordance this Note on demand, it shall provide the Company with written notice of its election at least one (1) day prior to the provisions described in date selected for conversion. Upon conversion, the Investor shall deliver to the Company the original of this Section 5(c) Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and specifying an agreement reasonably acceptable to the name or names in which Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note). However, upon such conversion of shares of Series B Preferred Stock wishes the certificate or certificatesthis Note, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion this Note shall be deemed converted and of no further force and effect, whether or not the conversion date with respect Note is delivered for cancellation as set forth in the preceding sentence. If there shall occur a Change of Control, the Company shall give written notice to a Share of Series B Preferred Stock the Investor at least five (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect 5) days prior to any Shares of Series B Preferred Stock, closing thereof and the Corporation shall (A) reflect the issuance of such number of Common Shares Investor’s election to which the Holder of Shares of Series B Preferred Stock convert this Note shall be entitled on conditional upon the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateconsummation thereof. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert a Preferred Share into shares of Common Stock on any date after the Closing Date (i) If the Initial Listing has not occurred as of March 31, 2020 (the a “Optional Trigger Conversion Date”), thena Holder shall deliver (via, holders of Shares of Series B Preferred Stockelectronic mail or otherwise), at their optionfor receipt on or prior to 11:59 p.m., mayNew York time, at any time and from time to time after on such date, convert alla copy of an executed notice of conversion of the Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Corporation. Within three (3) Trading Days following a conversion of any such Preferred Shares as aforesaid, but not less than all, of their outstanding Shares of Series B such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Corporation the original certificates representing the Preferred Stock into the Conversion Amount of Common Shares (the “Optional ConversionPreferred 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”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering which confirmation shall constitute an instruction to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock Transfer Agent to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert process such Shares Conversion Notice in accordance with the provisions described in this Section 5(cterms herein. On or before the third (3rd) and specifying Trading Day following the name date of receipt of a Conversion Notice (or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The such earlier date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating as required pursuant to the conversion shall be deemed the conversion date with respect to a Share Securities Exchange Act of Series B Preferred Stock 1934, (the “Optional Exchange Act”) or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion DateDate of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A1) reflect provided that the issuance of Transfer Agent is participating in The Depository Trust Corporation’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Shares Stock to which the such Holder of Shares of Series B Preferred Stock shall be entitled on to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the stock records 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 such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant is greater than the number of Preferred Shares being converted, then the Corporation shall, as soon as practicable and in no event later than three (3) Trading Days after receipt of the CorporationPreferred Share Certificate(s) and at its own expense, issue and deliver to such Holder (Bor its designee) deliver or cause to be delivered (i) certificates a new Preferred Share Certificate representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Preferred Shares of such Series B Preferred Stock shall be entitlednot converted. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time Stock on that datethe Conversion Date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company 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 (3rd) 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 Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided that the 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 Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) 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 CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Shares to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series B Preferred Stock the Conversion Amount being converted, then the Company 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 shares being converted shall cease except for holder a new Note representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those such Common Shares at that time on that dateupon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. At any time on or prior to the Maturity Date each Investor will have the option to convert all or a portion of the entire principal amount of the Notes outstanding into Common Stock immediately upon the Investor’s request; provided, however, that if, at the time of any particular conversion, the Company does not have the number of authorized shares of Common Stock sufficient to allow for such conversion, the Investors may only convert that portion of their Notes outstanding for which the Company has a sufficient number of authorized shares of Common Stock. To the extent multiple Investors, under the Note Purchase Agreement, the 2007 Note Purchase Agreement (ias defined in the Note Purchase Agreement), or both, request conversion of their Notes on the same date, any limitations on conversion shall be applied on a pro rata basis. In such case, the Investors may request, in writing, that the Company call a special meeting of the stockholders of the Company specifically for the purpose of increasing the number of authorized shares of Common Stock to cover the remaining portion of the Notes outstanding, as well as the maximum issuances contemplated pursuant to the Company’s 2004 Equity Compensation Plan, within 90 calendar days after the Company’s receipt of the Investors’ written request. Notwithstanding the above, the Company shall use its best efforts to increase its number of authorized shares so as to allow for the full conversion of any outstanding Notes on the earlier of: (1) promptly after the date on which a request for conversion, for which there are not sufficient shares available to effect such conversion, is received by the Company, or (2) the time of the next shareholder meeting. The number of shares of Common Stock that this Note may be converted into shall be determined by dividing the principal amount then outstanding by the Conversion Price at the time of conversion. If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock Investor elects to convert such Shares in accordance this Note on demand, it shall provide the Company with written notice of its election at least one (1) day prior to the provisions described in date selected for conversion, by submission of the notice of conversion attached as Exhibit A hereto. Upon conversion, the Investor shall deliver to the Company the original of this Section 5(c) Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and specifying an agreement reasonably acceptable to the name or names in which Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note). However, upon such conversion of shares of Series B Preferred Stock wishes the certificate or certificatesthis Note, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion this Note shall be deemed converted and of no further force and effect, whether or not the conversion date with respect Note is delivered for cancellation as set forth in the preceding sentence. If there shall occur a Change of Control, the Company shall give written notice to a Share of Series B Preferred Stock the Investor at least five (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect 5) days prior to any Shares of Series B Preferred Stock, closing thereof and the Corporation shall (A) reflect the issuance of such number of Common Shares Investor’s election to which the Holder of Shares of Series B Preferred Stock convert this Note shall be entitled on conditional upon the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateconsummation thereof. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at At any time and from time to time after such datetime, any Holder shall have the right, at its option, to convert all, but not less than all, all or any portion of their outstanding Shares the shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares including all accrued dividends paid or payable in shares of Series B Preferred Stock may convert some or all and any fraction of a share) held by such Holder into such number of shares by surrendering to of fully paid and nonassessable Common Stock as equals the Corporation at its principal office or at product of (i) the office number of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares shares of Series B Preferred Stock to be converted, accompanied converted by a written notice stating that such Holder and (ii) the Holder quotient of Shares of Series B Preferred Stock elects to convert such Shares (x) the Purchase Price and (y) the Conversion Price in accordance with effect on the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares Each optional conversion of Series B Preferred Stock shall be entitled deemed to have been effected as of the close of business on the stock records effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion Date"); provided, however, that the Conversion Date shall not be a date earlier than the date such notice is so given, and if such notice does not specify a conversion date, the Conversion Date shall be deemed to be the date such notice is given to the Corporation. On the Conversion Date, the rights of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares holder of such Series B Preferred Stock as such Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock are to be entitled. This issued upon such conversion shall be deemed to have been made at become the close holder or holders of business on the Optional Conversion Date so that the rights record of the Holder shares of Shares Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series B Preferred Stock as is to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu made in connection with a public offering other than a Qualified Public Offering or a Sale of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect Corporation other than a Qualified Sale of the Series B Preferred Stock represented by a global stock certificate Corporation, such conversion may, at the election of the Series B Preferred StockHolder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing of such public offering or Sale of the Corporation, as the case may be.

Optional Conversion. (i) If Each holder of Preference Shares shall have the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stockright, at their its option, may, at any time and from time to time after such datetime, convert allto convert, but not less than allsubject to the terms and provisions of this clause 13, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some any or all of such shares by surrendering holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to the Corporation product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or at agency of the office Company as the Company may designate by notice in writing to the holders of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be convertedPreference Shares), accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock holder elects to convert such Preference Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names (with address) in which a certificate or certificates for Ordinary Shares are to be issued and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder of shares of Series B Preferred Stock wishes the certificate or certificatesits duly authorized legal representative and transfer tax stamps or funds therefor, if any, required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed delivered to the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”)Company for cancellation and cancelled by it. As promptly as practicable after the Optional Conversion Date with respect to surrender of any Shares of Series B Preferred StockPreference Shares, the Corporation Company shall (Asubject to compliance with the applicable provisions of federal and state securities Laws) reflect deliver to the issuance holder of such number of Common Preference Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporationso surrendered, and (Bcertificate(s) deliver or cause to be delivered (i) certificates representing evidencing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which the Holder of Shares shall be subject to surrender of such Series B Preferred Stock share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be entitled. This issuable upon such conversion shall be deemed to have been made at the close holder of business record of such Ordinary Shares on the Optional Conversion Date so such date, notwithstanding that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common certificates evidencing such Ordinary Shares shall not then be treated for all purposes as having become the record holder of those Common Shares at that time on that dateactually delivered to such person. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company 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 (3rd) Trading Day following the date of receipt by the Company of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Ordinary Shares and provided that the Company’s U.S. transfer agent (the “Transfer Agent”) is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Common Ordinary Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) 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 CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Ordinary Shares to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series B Preferred Stock the Conversion Amount being converted, then the Company 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 shares being converted shall cease except for holder a new Note representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as having become the beneficial owner of such Ordinary Shares by the Company, with respect to any dividend or other distributions payable on the Ordinary Shares with a record holder date between the date of those Common Shares at that time on that date. (iii) In lieu transmission of a Conversion Notice and the issuance of the foregoing procedures, if the Series B Preferred Stock is held in global certificate formrelevant 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 of to pay up in full, and satisfy the issue price, for the relevant Ordinary Shares of Series B Preferred Stock must comply with issuable upon such conversion (and, for that purpose, such issue price shall be the procedures of DTC to convert its beneficial interest in respect of same amount as the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred StockConversion Amount).

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company 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 first (1st) Trading Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Common Stock or the book-entry position of the shares of Common Stock and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) Program, credit such aggregate number of shares of Common Shares Stock to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in FAST, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series B Preferred Stock shall be entitledentitled which certificates or statements of book-entry shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. This conversion Following the delivery of a Conversion Notice, the Company shall be deemed not deliver any Advance Notice (as defined in the EPFA (as defined below)) on or prior to have been made at the close of business on applicable Share Delivery Date, without the Optional Conversion Date so that the rights prior written consent of the Holder in its sole discretion. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series B Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the shares being converted shall cease except for Holder a new Note representing the right to receive the conversion value, outstanding Principal (and the person accrued and unpaid Interest thereon) not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time on that dateStock upon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares Before any holder of Series B D Preferred Stock shall be entitled to convert shares of Series D Preferred Stock into shares of Common Stock, the holder shall surrender the certificate or certificates therefor, duly endorsed, at the principal corporate office of the Corporation or of any transfer agent for the Series D Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering shall give written notice to the Corporation at its principal office or at corporate office, of the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects election to convert such Shares in accordance with the provisions described in this Section 5(c) same and specifying shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series D Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Series B Preferred Common Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock such holder shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitledas aforesaid. This Such conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that the rights date of such surrender of the Holder shares of Shares of the Series B D Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person or persons entitled to receive the shares of Common Shares Stock issuable upon such conversion shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares Stock as of such date. If the conversion is in connection with a firm commitment underwritten public offering of securities, the conversion may, at that time on that date. (iii) In lieu the option of any holder tendering shares of Series D Preferred Stock for conversion, be conditioned upon the closing of the foregoing proceduressale of securities pursuant to such offering, if the in which event such holder shall not be deemed to have converted shares of Series B D Preferred Stock is held in global certificate formuntil immediately prior to the closing of such sale of securities. At least ten (10) days prior to the occurrence of a Triggering Event, the Holder of Shares Corporation shall notify each holder of Series B D Preferred Stock must comply in writing of such Triggering Event. If the conversion is in connection with a Triggering Event, the procedures conversion may, at the option of DTC to convert its beneficial interest in respect any holder tendering shares of the Series B D Preferred Stock represented by a global stock certificate for conversion, be conditioned upon the closing of such Triggering Event, in which event such holder shall not be deemed to have converted shares of Series D Preferred Stock until immediately prior to the Series B Preferred Stockclosing of such Triggering Event.

Optional Conversion. (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred StockThe Holder is entitled, at their its option, may, to convert at any time and from time to time after such dateninety (90) days from the Closing Date, convert alluntil payment in full of this Debenture, but not less than allall or any part of the principal amount of the Debenture, plus accrued interest, into shares (the "Conversion Shares") of their outstanding Shares the Company's common stock, $0.001 par value ("Common Stock"), at the price per share (the "Conversion Price") equal to either (a) an amount equal to Fixed Price of Series B Preferred 120% of the closing bid price on the Closing Date of the Common Stock into as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P. (the "Closing Bid Price") as of the date hereof, or (b) an amount equal to eighty percent (80%) of the five (5) lowest Closing Bid Price of the Common Stock for the twenty (20) trading days immediately preceding the Conversion Amount of Date (as defined herein). Subparagraphs (a) and (b) above are individually referred to as a "Conversion Price". As used herein, "Principal Market" shall mean the Nasdaq Bulletin Board System, Nasdaq SmallCap Market, or American Stock Exchange. If the Common Shares (Stock is not traded on a Principal Market, the “Optional Conversion”). (ii) Following Closing Bid Price shall mean, the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to reported Closing Bid Price for the Corporation at its principal office or at the office of its transfer agentCommon Stock, as may be designated furnished by the Board National Association of DirectorsSecurities Dealers, the certificate or certificates, if anyInc., for the Shares applicable periods. No fraction of Series B Preferred Stock shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to be convertedthe nearest whole share. To convert this Debenture, accompanied by a the Holder hereof shall deliver written notice stating that thereof, substantially in the Holder form of Shares of Series B Preferred Stock elects Exhibit "A" to convert such Shares in accordance this Debenture, with appropriate insertions (the provisions described in this Section 5(c) and specifying "Conversion Notice"), to the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedCompany at its address as set forth herein. The date on upon which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock effective (the “Optional "Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A") reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at be the close date set forth in the Conversion Notice, provided that the Company or the transfer agent delivers the Conversion Shares within ten (10) business days after receipt of a Conversion Notice. If such Conversion Shares are not delivered within such ten (10) business on day period, the Optional Conversion Date so that shall be the rights date such shares are actually delivered to the Holder. The "Closing Date," as used in this document, is the date of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply Company filing a registration statement with the procedures of DTC SEC to convert its beneficial interest including the Conversion Shares in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stocksuch registration.

Optional Conversion. (ia) If In addition to and without limiting the Initial Listing has not occurred as rights of March 31the holder of this Option under the terms of this Option, 2020 such holder shall have the right (the “Optional Trigger Date”), then, holders "Conversion Right") to convert this Option or any portion thereof into shares of Shares of Series B Preferred Stock, at their option, may, Common Stock as provided in this Section 16 at any time from and from time after the Effective Date and to time after such dateand including the Expiration Date, convert all, but not less than all, subject to the restrictions set forth in Section 5. Upon exercise of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date Right with respect to a Share particular number of Series B Preferred Stock shares subject to this Option (the “Optional Conversion Date”"Converted Option Shares"). As promptly , the Company shall deliver to the holder of this Option, without payment by the holder of any exercise price or any cash or other consideration, that number of shares of Common Stock equal to the quotient obtained by dividing the Net Value (as practicable after hereinafter defined) of the Optional Conversion Date with respect to any Converted Option Shares by the Market Price of Series B Preferred a single share of Common Stock, the Corporation shall (A) reflect the issuance determined in each case as of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights (as hereinafter defined). The "Net Value" of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Converted Option Shares shall be treated for all purposes as determined by subtracting the aggregate option purchase price of the Converted Option Shares from the Market Price of the Converted Option Shares. Notwithstanding anything in this Section 16 to the contrary, the Conversion Right cannot be exercised with respect to a number of Converted Option Shares having become a Net Value below $100. No fractional shares shall be issuable upon exercise of the record Conversion Right, and if the number of shares to be issued in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder of those Common Shares at that time on that datethis Option an amount in cash equal to the fair market value of the resulting fractional share. (iiib) In lieu The Conversion Right may be exercised by the holder of this Option by the surrender of this Option at the principal office of the foregoing procedures, if Company together with a written statement specifying that the Series B Preferred Stock is held holder thereby intends to exercise the Conversion Right and indicating the number of shares subject to this Option which are being surrendered (referred to in global certificate form, paragraph (a) above as the Holder Converted Option Shares) in exercise of Shares the Conversion Right. Such conversion shall be effective upon receipt by the Company of Series B Preferred Stock must comply this Option together with the procedures aforesaid written statement, or on such later date as is specified therein (the "Conversion Date"), but not later than the Expiration Date. Certificates for the shares of DTC to convert its beneficial interest in respect Common Stock issuable upon exercise of the Series B Preferred Stock represented by Conversion Right, together with a global stock certificate check in payment of any fractional share and, in the case of a partial exercise, a new option evidencing the shares remaining subject to this Option, shall be issued as of the Series B Preferred StockConversion Date and shall be delivered to the holder of this Option within 7 days following the Conversion Date.

Optional Conversion. (i) If So long as the Initial Listing has Company does not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, mayconsummate a Qualifying Financing prior thereto, at any time hereinafter upon the unanimous written election (the "Optional Conversion Election") of TVM, Merlin and Private Equity Holding to effect the conversion of all of the Convertible Notes, the outstanding principal and accrued interest on this Note shall be converted into shares of a new series of the convertible preferred stock of the Company (the "Optional Conversion Preferred Stock"), at a price per share calculated so as to assure that, immediately following such conversion of the Convertible Notes, the shares of the Common Stock issuable upon conversion of the Optional Conversion Preferred Stock bears a proportion to the total number of shares of the Company's Common Stock outstanding or issuable upon exercise and/or conversion of all options, warrants (excluding all Stock Purchase Warrants), preferred stock (including the Optional Conversion Preferred Stock) and other convertible securities then outstanding equal to the outstanding principal and accrued interest on all of the Convertible Notes divided by the sum of the outstanding principal and accrued interest on all of the Convertible Notes and $20,000,000.00. Such conversion shall occur as soon as reasonably practicable after the delivery of the Optional Conversion Election. The terms of the Optional Conversion Preferred Stock shall be subject to negotiation by the Company and the holders of the Convertible Notes, including the Payee, but in any event shall (a) provide that (1)upon any liquidation or deemed liquidation event (as described in Section 1 of Article FOURTH of the Company's Certificate of Incorporation as amended and/or restated from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “"Current Charter")) holders of Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Convertible Preferred Stock shall be entitled to receive on account of each of their shares of Optional Convertible Preferred Stock first out of the assets of the Company available to holders of the Company's capital stock, an amount not less than three (3) times the amount per share at which the Convertible Notes are converted into Optional Conversion Preferred Stock and (2) provide the Optional Convertible Preferred Stock with so-called "full ratchet anti-dilution protection," and (b) be subject to the unanimous approval of each of TVM, Merlin and Private Equity Holding. To effect such conversion, the Company and the Payee shall become parties to all ordinary and customary agreements necessary to fully set forth the terms and conditions of such purchase and to provide the Payee with all the rights, and subject the Payee to all of the restrictions or obligations, granted to or imposed on the stock records holders of the CorporationOptional Conversion Preferred Stock in connection with their purchase thereof, as such rights, restrictions and (B) deliver or obligations may have been amended from time to time. Promptly after the delivery by TVM, Merlin and Private Equity Holding of the Optional Conversion Election, the Company shall use its best efforts to cause to be delivered (i) certificates representing taken all corporate action necessary to amend its Certificate of Incorporation to authorize the number shares of validly issued, fully paid Optional Conversion Preferred Stock issuable upon conversion of the Convertible Notes and non-assessable the exercise of all Stock Purchase Warrants and the shares of Common Shares, if then certificated, to which the Holder of Shares Stock issuable upon conversion of such Series B shares of Optional Conversion Preferred Stock shall be entitled. This conversion shall be deemed and to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as effect all other changes to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall Company's Certificate of Incorporation as may be treated for all purposes as having become the record holder of those Common Shares at that time on that daterequired. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company 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 (3rd) 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 Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided that the 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 Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) 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 CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Shares to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series B Preferred Stock the Conversion Amount being converted, then the Company 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 shares being converted shall cease except for holder a new Note representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those such Common Shares at that time on that dateupon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. Subject to the provisions of Section 6(b) set forth below, the entire outstanding principal amount of this Note shall be convertible at the option of Purchaser into shares of the Common Stock at a purchase price per share (the “Purchase Price”) as follows: (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount $1.25 per share of Common Shares (Stock if converted on or before the “Optional Conversion”). 90th day after the date hereof; (ii) Following $1.50 per share of Common Stock if converted after the Optional Trigger 90th day, but on or before the 180th day following the date hereof; and (iii) $1.75 per share of Common Stock if converted after the 180th day following the date hereof, but before the Maturity Date. In the event the Company shall (i) pay a dividend on the Common Stock in shares of Common Stock or make a distribution of shares of Common Stock; (ii) subdivide its outstanding shares of Common Stock; (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issue, Holders by reclassification of Shares its shares of Series B Preferred Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving corporation), the Purchase Price shall be proportionally adjusted accordingly. Before Purchaser shall be entitled to convert this Note into shares of Common Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or under this Section 6(a), it shall surrender this Note, duly endorsed, at the office of the Company and shall give written notice to the Company at its transfer agentprincipal corporate office, as may be designated by of the Board election to convert the same pursuant to this Section, and shall state therein the amount of Directors, the certificate or certificates, if any, for the Shares unpaid principal amount of Series B Preferred Stock this Note and accrued interest to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) converted and specifying the name or names in which the holder certificate or certificates for shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver to Purchaser a certificate or certificates for the number of shares of Series B Preferred Common Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock Purchaser shall be entitled on upon conversion (bearing such legends as are required by the stock records Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the CorporationCompany), together with a replacement Note (if any principal amount or interest is not converted) and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid any other securities and non-assessable Common Shares, if then certificated, property to which Purchaser is entitled upon such conversion under the Holder terms of Shares of such Series B Preferred Stock shall be entitledthis Note, including a check payable to Purchaser for any cash amounts payable as described in Section 6(b). This The conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuethis Note, and the person Person or Persons entitled to receive the shares of Common Shares Stock upon such conversion shall be treated for all purposes as having become the record holder Purchaser of those such shares of Common Shares at that time on that Stock as of such date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (ia) If the Initial Listing has not occurred as The Holder of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stockthis Convertible Note is entitled, at their its option, may, at any time until the close of business on August 18, 2006, or in case this Convertible Note or a portion hereof is called for redemption, then in respect of this Convertible Note or such portion hereof, until and from time to time after such dateincluding but (unless the Company defaults in making the payment due upon redemption) not after, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights Redemption Date, to convert this Convertible Note (or any portion of the Holder Principal Amount hereof which is $100,000 or an integral multiple of Shares $1,000 in excess thereof (or, if the Principal Amount on the conversion date is less than $100,000, then the remaining Principal Amount of Series B Preferred Stock this Convertible Note)) at the Accreted Value of such Principal Amount, or of such portion, into that number of fully paid shares (calculated as to each conversion to the shares being converted nearest 1/100 of a share) of Common Stock obtained by dividing such Accreted Value by a conversion price (the “Conversion Price”) equal to $3.25 (or at the current adjusted Conversion Price if an adjustment has been made as provided herein) by surrender of this Convertible Note to the Company accompanied by written notice to the Company that such Holder elects to convert this Convertible Note, or if less than the entire Principal Amount of this Convertible Note is to be converted, the portion thereof to be converted, which shall cease except for be $100,000 or integral multiple of $1,000 in excess thereof (or, if the right to receive Principal Amount on the conversion valuedate is less than $100,000, and then the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder remaining Principal Amount of those Common Shares at that time on that datethis Convertible Note) in accordance with Section 7.2. (b) At the option of the Company, in lieu of converting the Accretion Portion of the Principal Amount of a Convertible Note to be converted into shares of Common Stock in accordance with Section 7.1(a), the Company may (i) pay the Holder an amount in cash equal to such Accretion Portion, or (ii) issue to the Holder the number of shares of Common Stock equal to the quotient obtained by dividing the amount of the Accretion Portion by the Market Price as of the date of the conversion notice delivered pursuant to Section 7.2, or (iii) In lieu pay the Holder an amount in cash equal to a part of such Accretion Portion and issue to the Holder the number of shares of Common Stock equal to the quotient obtained by dividing the amount of the foregoing proceduresremaining Accretion Portion by the Market Price as of the date of the conversion notice delivered pursuant to Section 7.2. (c) No fractional shares of Common Stock shall be issued upon conversion of Convertible Notes. If more than one Convertible Note shall be surrendered for conversion at one time by the same Holder, the number of fully paid shares of Common Stock which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate Accreted Value of the Convertible Notes (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock that would otherwise be issuable upon conversion of any Convertible Note or Convertible Notes (or specified portions thereof), the Company shall pay a cash adjustment in respect of such fractional share in an amount equal to such fraction multiplied by the closing sales price of one share of Common Stock as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is traded or, if the Series B Preferred Common Stock is held in global certificate formnot listed on a United States national or regional securities exchange, as reported by the Holder National Association of Shares Securities Dealers Automated Quotation System, on the day of Series B Preferred Stock must comply with conversion (or, if such day is not a trading day on such exchange or quotation system, on the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stocktrading day immediately preceding such day).

Optional Conversion. To convert any Conversion Amount into Conversion Shares on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by facsimile (or otherwise deliver), for receipt on or before 5:00 p.m., Atlanta Time, on such date, a copy of an executed notice of conversion in the issuance form attached as Exhibit I (the “Conversion Notice”) to the Company 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 second (2nd) 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 third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall: (x) provided that (1) the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program and (2) the Registration Condition is satisfied, credit such aggregate number of Common Conversion Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program 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 CorporationHolder, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Conversion Shares to which the Holder of Shares of such Series B Preferred Stock shall be entitled, provided, however, that such certificate shall bear the following restrictive legend: Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Conversion Shares until this Note is physically surrendered 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. This conversion shall be deemed to have been made at If the close outstanding Principal of business on this Note is greater than the Optional Conversion Date so that the rights Principal portion of the Holder Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than four (4) Trading Days after receipt of Shares of Series B Preferred Stock as this Note and at its own expense, issue and deliver to the shares being converted shall cease except for Holder a new Note (in accordance with Section 14(d)) representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those Common Shares at that time on that datesuch Conversion Shares. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If Each share of Series B Preferred Stock may be converted at any time from and after the Initial Listing has not occurred as Issuance Date, at the option of March 31the holder thereof, 2020 (in the “Optional Trigger Date”)manner hereinafter provided, theninto fully-paid and nonassessable shares of Common Stock, provided, however, that on any redemption of any Series B Preferred Stock or any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the date fixed for such redemption or for the payment of any amounts distributable on liquidation to the holders of Shares of Series B Preferred Stock, at their option, may, at any time as the case may be (unless the Corporation defaults upon the payment due upon such redemption or liquidation). (a) The applicable conversion rate ("Conversion Rate") and conversion price ("Conversion Price") of the Series B Preferred Stock from time to time after such date, convert all, but not less than all, in effect is subject to adjustment as hereinafter provided. The initial Conversion Rate shall be 500 shares of their outstanding Shares Common Stock for each one share of Series B Preferred Stock into the surrendered for conversion representing an initial Conversion Amount Price (for purposes of Section 6) of $10.00 per share of Common Shares (Stock. Exercise of the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated conversion right set forth herein by the Board exercising holder shall not extinguish such holder's right to receive, and of Directorsthe Corporation's obligation to pay, any and all accrued but unpaid dividends, whether or not declared, up to and including the certificate or certificates, if any, for the Shares time of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder conversion in respect of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of any shares of Series B Preferred Stock wishes then being converted. In the certificate or certificatesevent any such accrued but unpaid dividends are not paid at the time of such conversion, if anyinterest on the unpaid amount of such dividends shall continue to accrue at the rate of 12% per annum, for the compounded quarterly, until such amount is paid. (b) The Corporation shall not issue fractions of shares of Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the Stock upon conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock or scrip in lieu thereof. If any fraction of a share of Common Stock would, except for the provisions of this paragraph (the “Optional Conversion Date”b). As promptly as practicable after the Optional Conversion Date with respect to , be issuable upon conversion of any Shares of Series B Preferred Stock, the Corporation shall (A) reflect in lieu thereof pay to the issuance person entitled thereto an amount in cash equal to such fraction multiplied by the Market Price of such number one share of Common Shares Stock, calculated to which the Holder nearest one-hundredth (1/100) of Shares a share. (c) Whenever the Conversion Rate and Conversion Price shall be adjusted as provided in Section 6 hereof, the Corporation shall forthwith file at each office designated for the conversion of Series B Preferred Stock, a statement, signed by the Chairman of the Board, the President, any Vice President or Treasurer of the Corporation, showing in reasonable detail the facts requiring such adjustment and the Conversion Rate that will be effective after such adjustment. The Corporation shall also cause a notice setting forth any such adjustments to be sent by mail, first class, postage prepaid, to each holder of record of Series B Preferred Stock shall be entitled at his or its address appearing on the stock records register. If such notice relates to an adjustment resulting from an event referred to in paragraph 6(g), such notice shall be included as part of the Corporation, and (B) deliver or cause notice required to be delivered mailed and published under the provisions of paragraph 6(g) hereof. (id) certificates representing In order to exercise the number conversion privilege, the holder of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder record of Shares of such any Series B Preferred Stock to be converted shall be entitled. This conversion shall be deemed surrender his or its certificate or certificates therefor to have been made at the close of business on the Optional Conversion Date so that the rights principal office of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except transfer agent for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock (or if no transfer agent is held in global certificate format the time appointed, then the Holder of Shares of Series B Preferred Stock must comply with Corporation at its principal office), and shall give written notice to the procedures of DTC Corporation at such office that the holder elects to convert its beneficial interest in respect of the Series B Preferred Stock represented by such certificates, or any number thereof. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, subject to any restrictions on transfer relating to shares of the Series B Preferred Stock or shares of Common Stock upon conversion thereof. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly authorized in writing. The date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of the certificates and notice shall be the conversion date. As soon as practicable after receipt of such notice and the surrender of the certificate or certificates for Series B Preferred Stock as aforesaid, the Corporation shall cause to be issued and delivered at such office to such holder, or on his or its written order, a global stock certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in paragraph (b) of this Section 5 in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (e) The Corporation shall at all times when the Series B Preferred Stock shall be outstanding reserve and keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the Series B Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully-paid and nonassessable shares of such Common Stock at such adjusted Conversion Price. (f) All shares of Series B Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall forthwith cease and terminate except the right of the holder thereof to receive payment of any accrued but unpaid dividends thereon and shares of Common Stock in exchange therefor. Any shares of Series B Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized Series B Preferred Stock accordingly.

Optional Conversion. (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, The holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes shall have the certificate right, at their option, to convert all (but not less than all) such shares into shares of Common Stock at any time (including immediately prior to any liquidation, dissolution or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all winding up of the surrendered certificate or certificates, if any, affairs of the notice relating Corporation) on and subject to the conversion shall be deemed the conversion date with respect to a Share following terms and conditions: (i) Each share of Series B Preferred Stock shall be convertible into one share of Common Stock (herein called the “Optional Conversion DateRatio”). As promptly The Conversion Ratio shall be adjusted in certain instances as practicable after the Optional Conversion Date with respect provided in Section 5(a)(iv). (ii) In order to any Shares convert shares of Series B Preferred Stock, the holder thereof shall surrender at the office of the Corporation shall the certificate(s) therefor, duly endorsed or assigned to the Corporation or in blank, and give written notice to the Corporation at such office that he elects to convert such shares. (Aiii) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at converted immediately prior to the close of business on the Optional Conversion Date so that day of surrender of the certificate(s) for such shares for conversion in accordance with the foregoing provisions, and at such time the rights of the Holder holder of Shares of Series B Preferred Stock such shares as to the shares being converted a holder thereof shall cease except for the right to receive the conversion value, and from and after such time the person entitled to receive the Common Shares Stock issuable upon such conversion shall be treated for all purposes as having become the record holder of those such Common Shares Stock. As promptly as practicable on or after the conversion date, the Corporation shall issue and deliver at that time on that datesuch office a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with payment in lieu of any fraction of a share, as provided in Section 5(c), to the person or persons entitled to receive the same. (iiiiv) In lieu of the foregoing proceduresevent the Corporation shall, if at any time or from time to time after the Series B Preferred Stock is held in global certificate form, Original Issue Date while the Holder of Shares shares of Series B Preferred Stock must comply with the procedures remain outstanding, effect a subdivision (by any stock split, stock dividend, dividend of DTC to convert its beneficial interest in respect options, warrants or other similar instruments, stock reclassification or otherwise) of the outstanding shares of Common Stock into a greater number of shares of Common Stock (or other equity interests) or a spin-off or other distribution of indebtedness or other assets, then and in each such event the Conversion Ratio in effect at the opening of business on the day after the date upon which such subdivision, spin-off or other distribution becomes effective shall be proportionately adjusted. Additionally, if the Corporation shall, at any time or from time to time after the Original Issue Date while the shares of Series B Preferred Stock represented remain outstanding, effect a combination (by any reverse stock split or otherwise) of the outstanding shares of Common Stock or any repurchase of any outstanding shares of Common Stock such that it results in a global stock certificate smaller number of shares of Common Stock (or other equity interests) (other than ordinary course repurchases or deemed repurchases occurring in connection with the vesting or exercise of compensatory equity awards and related tax withholding), then and in each such event the Conversion Ratio in effect at the opening of business on the day after the date upon which such combination or repurchase becomes effective shall be proportionately adjusted. Additionally, if the Corporation issues any Parity Stock during the 12 months after the Original Issue Date, which Parity Stock is convertible into Common Stock and has a conversion ratio therefor that is more favorable to the holder(s) of such Parity Stock than the Conversion Ratio, then the Conversion Ratio shall be automatically adjusted to be equal to such more favorable conversion ratio. Additionally, if the Corporation issues any Parity Stock during the 12 months after the Original Issue Date, which Parity Stock is convertible into Common Stock and the issuance price (including original issuance discount and other similar fees) for such Parity Stock (for purposes of this Section 5(a)(iv), the “Parity Stock Issuance Price”) is less than $4.57218 per share (the “Series B Price”), then (to the extent not duplicative of any adjustment made pursuant to the immediately preceding sentence) the Conversion Ratio shall be automatically adjusted by multiplying it by the quotient derived by dividing the Series B Price by the Parity Stock Issuance Price. (For example, on the Original Issuance Date, the Conversion Ratio is 1 share of Series B Preferred Stock convertible into 1 share of Common Stock; if the Corporation were to issue shares of Parity Stock at $2.28609 per share, then the Conversion Ratio would be adjusted such that thereafter 1 share of Series B Preferred Stock would be convertible into 2 shares of Common Stock.) Any adjustment under this Section 5(a)(iv) shall become effective immediately after the opening of business on the day after the date upon which the applicable event becomes effective.

Optional Conversion. (ia) If At the Initial Listing has not occurred as option of March 31the holder thereof, 2020 (the “Optional Trigger Date”), then, holders of Shares each share of Series B A Preferred Stock, at their option, may, at any time Stock and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock shall be convertible, at any time, or from time to time, into the Conversion Amount fully paid and nonassessable shares of Common Shares (the “Optional Conversion”)Stock as provided herein. (iib) Following the Optional Trigger Date, Holders Each holder of Shares of Series A Preferred Stock and Series B Preferred Stock may who elects to convert some the same into shares of Common Stock shall surrender the certificate(s) therefor, duly endorsed, at the office of the Corporation or all of such shares by surrendering any transfer agent for the Series A Preferred Stock, Series B Preferred Stock or Common Stock, and shall give written notice to the Corporation at its principal such office or that such holder elects to convert the same and shall state therein the number of shares of Preferred Stock being converted. Thereupon the Corporation shall promptly issue and deliver at the such office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, to such holder a certificate(s) for the Shares number of shares of Common Stock to which such holder is entitled upon such conversion. Such conversion shall be deemed to have been made immediately prior to fee close of business on the date of such surrender of the certificate(s) representing the shares of Series A Preferred Stock and Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the shares of Common Shares Stock issuable upon such conversion shall be treated for all purposes as having become the record holder of those such shares of Common Shares at that time Stock on that such date. (iii) In lieu . If a conversion election under this Section 6.1 is made in connection with an underwritten offering of the foregoing proceduresCorporation’s securities, if or registration in connection with a reverse merger, pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (which underwritten offering does not cause an automatic conversion pursuant to Section 6.2 to take place), the conversion may, at the option of the holder tendering shares of Series A Preferred Stock and Series B Preferred Stock is held for conversion, be conditioned upon the closing with the underwriters of the sale of the Corporation’s securities pursuant to such offering, in global certificate form, which event the Holder holders making such election who are entitled to receive Common Stock upon conversion of Shares of their Series A Preferred Stock and Series B Preferred Stock must comply with the procedures shall not be deemed to have converted such shares of DTC to convert its beneficial interest in respect of the Series A Preferred Stock and Series B Preferred Stock represented by a global stock certificate until immediately prior to the closing of such sale of the Series B Preferred StockCorporation’s securities in fee offering.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company 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 (3rd) 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 Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Ordinary Shares and provided that the 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 Common Ordinary Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) 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 CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Ordinary Shares to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series B Preferred Stock the Conversion Amount being converted, then the Company 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 shares being converted shall cease except for holder a new Note representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Ordinary Shares issuable upon a conversion of this Note shall be treated for all the purposes of Regulation SHO of the Exchange Act as having become the record holder or holders of those Common such Ordinary Shares at that time on that dateupon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March 31this Section 4(a) of Schedule A, 2020 (and subject to compliance with the “Optional Trigger Date”)requirements of the Act, then, holders of Shares of any Series B Preferred Stock, at their option, A Preference Share may, at the option of the holder thereof, be converted at any time into fully-paid and from time to time after such date, convert all, but not less than all, of their outstanding nonassessable Ordinary Shares of Series B Preferred Stock into based on the then-effective Applicable Conversion Amount of Common Shares (the “Optional Conversion”)Price. (ii) Following the Optional Trigger Date, Holders The holder of any Series A Preference Shares of Series B Preferred Stock may who desires to convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, into Ordinary Shares shall surrender the certificate or certificatescertificates therefor, if anyduly endorsed, at the principal office of the Company or any transfer agent for the Shares of Series B Preferred Stock to be convertedA Preference Shares, accompanied by a and shall give written notice stating to the Company at such office that the Holder of Shares of Series B Preferred Stock elects such holder has elected to convert such Shares in accordance with shares. Such notice shall state the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares number of Series B Preferred Stock wishes A Preference Shares being converted. Thereupon, the Company shall promptly issue and deliver to such holder at such office a certificate or certificates, if any, certificates for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Ordinary Shares to which the Holder of holder is entitled. No fractional Ordinary Shares of Series B Preferred Stock shall be entitled on the stock records issued upon conversion of the CorporationSeries A Preference Shares, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Ordinary Shares to which be so issued to a holder of Series A Preference Shares upon the Holder of Shares conversion of such Series B Preferred Stock A Preference Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be entitledrounded to the nearest whole share (with one-half being rounded upward). This Such conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of the certificates representing the Series A Preference Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person entitled to receive the Common Ordinary Shares issuable upon such conversion shall be treated for all purposes as having become the record holder of those Common such Ordinary Shares at that time on that such date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. This Note may, at the Holder’s option, be converted to either Common Stock or Equity Securities (defined below), as applicable, under the following circumstances and in the following manner: (a) At any time after March 6, 2009 all or any portion of the unpaid principal of this Note plus accrued interest on this Note may, at the Holder’s option, be converted into the most recently issued series of Preferred Stock at the conversion price of such series as of the date of such conversion. (b) If Company closes a Qualified Public Offering at any time after March 6, 2009, to and including the Target Date, all or any portion of the unpaid principal of this Note plus accrued interest on this Note may be converted at the option of the Holder of this Note at the closing of the Qualified Public Offering into shares of Common Stock of Company at a conversion price equal to 90% of the initial public offering price per share at which such Common Stock was issued and sold to the public in such Qualified Public Offering. (c) If, after the original issuance of this Note, Company issues or sells any series of preferred stock of Company or any security convertible or exchangeable into or for preferred stock or similar securities of Company (“Equity Securities”) in a single transaction or a series of related transactions that results in aggregate proceeds to Company of at least $10,000,000 (without giving effect to the conversion of this Note or the exercise of the Warrant or the Option) (a “Qualified Financing”), all or any portion of the unpaid principal of this Note plus accrued interest on this Note may be converted at the option of the Holder of this Note at the closing of the Qualified Financing into the same class or series of Equity Securities as are issued and sold by Company in such Qualified Financing (or a class or series of Equity Securities identical in all respects to and ranking pari passu with the class or series of Equity Securities issued and sold in such Qualified Financing) at a price per share or unit equal to 90% of the lowest price per share or unit at which such Equity Securities were issued and sold in such Qualified Financing. The following Equity Securities shall not be deemed to be issued or sold as part of a Qualified Financing: (i) If Common Stock or options to purchase Common Stock issued, sold or granted pursuant to Company’s Equity Plans and Series 1 Plan as in effect on the Initial Listing has not occurred date of this Note; (ii) Common Stock issued upon conversion of shares of the Designated Preferred Stock outstanding as of March 31, 2020 the date of this Note; (iii) Equity Securities of Company issued pursuant to warrants outstanding as of the “Optional Trigger Date”), then, holders date of Shares this Note; (iv) Common Stock issued and sold by Company in a single transaction or series of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less related transactions in which no Equity Securities other than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount shares of Common Shares Stock are issued or sold; or (v) any and all promissory notes issued to the “Optional Conversion”)LRG Lenders as part of the Junior Indebtedness (as defined in the Intercreditor Agreement as defined below) or Common Stock issued upon the conversion of such promissory notes. (iid) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some On or all of such shares by surrendering immediately prior to the Corporation at its closing of any Extraordinary Transaction, all or any portion of the unpaid principal office or at the office of its transfer agent, as this Note plus accrued interest on this Note may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied at the option of the Holder, at or immediately prior to the closing of such Extraordinary Transaction into, at the further option of the Holder, (i) the same class or series of Equity Securities as were issued and sold by Company in the most recent Qualified Financing or, if a written notice stating that Qualified Financing has not occurred, the Holder most recent transaction in which Company issued and sold Equity Securities other than this Note, the Warrant and the Option (or a class or series of Shares of Series B Preferred Stock elects Equity Securities identical in all respects to convert such Shares in accordance and ranking pari passu with the provisions described class of Equity Securities issued and sold in this Section 5(csuch Qualified Financing or other transaction) and specifying at a price per share or unit equal to the name conversion price then in effect for such series or names in which the holder class of Equity Securities or (ii) that number of shares of Series B Preferred Common Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the then issuable upon conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares shares or units of Equity Securities. For the avoidance of doubt, the promissory notes issued to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records LRG Lenders as part of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock Junior Indebtedness shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datenot constitute Equity Securities under this Section 2(d). (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as Each outstanding share of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Junior Preferred Stock shall be entitled on the stock records of the Corporationconverted into, and (Bsubject to adjustment as set forth in Section 7(d) deliver or cause to be delivered (i) certificates representing the number of validly issuedhereof, one fully paid and non-assessable share of Common SharesStock (such share-for-share conversion ratio, as adjusted from time to time, being hereinafter referred to as the "Conversion Ratio") if then certificatedthe holders of a majority of the outstanding shares of Junior Preferred Stock, voting as a class, approve such conversion; provided, however, that such holders may elect, from time to time, to require the conversion of less than all of the shares of Junior Preferred Stock then outstanding, in which case such partial conversion will be made on an equal basis such that, immediately following such conversion, each holder of Junior Preferred Stock will hold the Holder same percentage of Shares the issued and outstanding Junior Preferred Stock as it held immediately prior to such conversion. Following written notice to the Company of any such election, the Company shall establish a record date for such conversion (which shall be no earlier than the date of the Company's receipt of such Series B notice and no later than 20 days after the Company's receipt of such notice) and shall notify each holder of record (as of such record date), by first class mail, postage prepaid, of the full or partial conversion of the Junior Preferred Stock in accordance with this Section 7(a) and that the issuance of certificates representing the shares of Common Stock issued as a result of conversion (and any Junior Preferred Stock remaining outstanding after such conversion) shall be entitledeffected in accordance with the procedures set forth in Section 7(c) hereof. This Failure to give such notice to any such holder shall in no way affect the full or partial, as applicable, conversion of such Junior Preferred Stock into Common Stock. The conversion effected pursuant to this Section 7(a) shall be deemed to have been made at the close of business occurred on the Optional Conversion Date so that record date established as set forth above and the shares of Junior Preferred Stock converted on such conversion shall be automatically converted at such time. Immediately following such conversion, the rights of the Holder holders of Shares of Series B converted Junior Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person persons entitled to receive the Common Shares Stock upon the conversion of Junior Preferred Stock shall be treated for all purposes as having become the record holder owners of those such Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as Any holder of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares shares of Series B E Preferred StockStock shall have the right, at their its option, may, at any time and from time to time after prior to the Effective Time (as such dateterm is defined in the Merger Agreement), convert allto convert, but not less than allsubject to the terms and provisions of this Section 7 of Article V.C, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some any or all of such holder’s shares of Series E Preferred Stock into such number of fully paid and non-assessable shares of Common Stock as is equal to the product of (i) the number of shares of Series E Preferred Stock being so converted multiplied by surrendering (ii) the quotient of (x) the Series E Accreted Value divided by (y) the Series E Conversion Price, subject to adjustment as provided in Section 7(c) of this Article V.C below. Such conversion right shall be exercised by the surrender of certificate(s) representing the shares of Series E Preferred Stock to be converted to the Corporation at any time during usual business hours at its principal place of business maintained by it (or such other office or at agency of the office Corporation as the Corporation may designate by notice in writing to the holders of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares shares of Series B E Preferred Stock to be convertedStock), accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock holder elects to convert such Shares in accordance with the provisions described in this Section 5(c) shares of Series E Preferred Stock and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(i) of this Article V.C below. All certificates representing shares of Series B E Preferred Stock wishes the certificate or certificates, if any, surrendered for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed delivered to the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”)Corporation for cancellation and canceled by it. As promptly as practicable after the Optional Conversion Date with respect to surrender of any Shares shares of Series B E Preferred Stock, in any event within seven (7) days of the receipt of such certificates, the Corporation shall (Asubject to compliance with the applicable provisions of federal and state securities laws) reflect deliver to the issuance holder of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (Bshares so surrendered certificate(s) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable nonassessable shares of Common Shares, if then certificated, Stock into which such shares are entitled to which be converted. At the Holder time of Shares the surrender of such Series B Preferred certificate(s), the Person in whose name any certificate(s) for shares of Common Stock shall be entitled. This issuable upon such conversion shall be deemed to have been made at be the close holder of business record of such shares of Common Stock on the Optional Conversion Date so such date, notwithstanding that the rights share register of the Holder of Shares of Series B Preferred Corporation shall then be closed or that the certificates representing such Common Stock as shall not then be actually delivered to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datesuch Person. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (ia) If In addition to and without limiting the Initial Listing has not occurred as rights of March 31the holder of this Option under the terms of this Option, 2020 such holder shall have the right (the “Optional Trigger Date”), then, holders "Conversion Right") to convert this Option or any portion thereof into shares of Shares of Series B Preferred Stock, at their option, may, Common Stock as provided in this Section 14 at any time from and from time after the Effective Date and to time after such dateand including the Expiration Date, convert all, but not less than all, subject to the restrictions set forth in Section 4. Upon exercise of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date Right with respect to a Share particular number of Series B Preferred Stock shares subject to this Option (the “Optional Conversion Date”"Converted Option Shares"). As promptly , the Company shall deliver to the holder of this Option, without payment by the holder of any exercise price or any cash or other consideration, that number of shares of Common Stock equal to the quotient obtained by dividing the Net Value (as practicable after hereinafter defined) of the Optional Conversion Date with respect to any Converted Option Shares by the Market Price of Series B Preferred a single share of Common Stock, the Corporation shall (A) reflect the issuance determined in each case as of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights (as hereinafter defined). The "Net Value" of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Converted Option Shares shall be treated for all purposes as determined by subtracting the aggregate option purchase price of the Converted Option Shares from the Market Price of the Converted Option Shares. Notwithstanding anything in this Section 14 to the contrary, the Conversion Right cannot be exercised with respect to a number of Converted Option Shares having become a Net Value below $100. No fractional shares shall be issuable upon exercise of the record Conversion Right, and if the number of shares to be issued in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder of those Common Shares at that time on that datethis Option an amount in cash equal to the fair market value of the resulting fractional share. (iiib) In lieu The Conversion Right may be exercised by the holder of this Option by the surrender of this Option at the principal office of the foregoing procedures, if Company together with a written statement specifying that the Series B Preferred Stock is held holder thereby intends to exercise the Conversion Right and indicating the number of shares subject to this Option which are being surrendered (referred to in global certificate form, paragraph (a) above as the Holder Converted Option Shares) in exercise of Shares the Conversion Right. Such conversion shall be effective upon receipt by the Company of Series B Preferred Stock must comply this Option together with the procedures aforesaid written statement, or on such later date as is specified therein (the "Conversion Date"), but not later than the Expiration Date. Certificates for the shares of DTC to convert its beneficial interest in respect Common Stock issuable upon exercise of the Series B Preferred Stock represented by Conversion Right, together with a global stock certificate check in payment of any fractional share and, in the case of a partial exercise, a new option evidencing the shares remaining subject to this Option, shall be issued as of the Series B Preferred StockConversion Date and shall be delivered to the holder of this Option within 7 days following the Conversion Date.

Optional Conversion. (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred StockThe Holder is entitled, at their its option, may, to convert at any time and from time to time after such dateninety (90) days from the Closing Date, convert alluntil payment in full of this Debenture, but not less than allall or any part of the principal amount of the Debenture, plus accrued interest, into shares (the "Conversion Shares") of their outstanding Shares the Company's common stock, $0.001 par value ("Common Stock"), at the price per share (the "Conversion Price") equal to either (a) an amount equal to Fixed Price of Series B Preferred 120% of the closing bid price on the Closing Date of the Common Stock into as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P. (the "Closing Bid Price") as of the date hereof, or (b) an amount equal to eighty percent (80%) of the five (5) lowest Closing Bid Price of the Common Stock for the twenty (20) trading days immediately preceding the Conversion Amount of Date (as defined herein). Subparagraphs (a) and (b) above are individually referred to as a "Conversion Price". As used herein, "Principal Market" shall mean the Nasdaq Bulletin Board System, Nasdaq SmallCap Market, or American Stock Exchange. If the Common Shares (Stock is not traded on a Principal Market, the “Optional Conversion”). (ii) Following Closing Bid Price shall mean, the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to reported Closing Bid Price for the Corporation at its principal office or at the office of its transfer agentCommon Stock, as may be designated furnished by the Board National Association of DirectorsSecurities Dealers, the certificate or certificates, if anyInc., for the Shares applicable periods. No fraction of Series B Preferred Stock shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to be convertedthe nearest whole share. To convert this Debenture, accompanied by a the Holder hereof shall deliver written notice stating that thereof, substantially in the Holder form of Shares of Series B Preferred Stock elects Exhibit "A" to convert such Shares in accordance this Debenture, with appropriate insertions (the provisions described in this Section 5(c) and specifying "Conversion Notice"), to the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedCompany at its address as set forth herein. The date on upon which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock effective (the “Optional "Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A") reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at be the close date set forth in the Conversion Notice, provided that Forefront or the transfer agent delivers the Conversion Shares within ten (10) business days after receipt of a Conversion Notice. If such Conversion Shares are not delivered within such ten (10) business on day period, the Optional Conversion Date so that shall be the rights of the Holder of Shares of Series B Preferred Stock as date such shares are actually delivered to the shares being converted shall cease except for Holder. The "Closing Date," as used in this document, is the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder date of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply Forefront filing a registration statement with the procedures of DTC SEC to convert its beneficial interest including the Conversion Shares in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stocksuch registration.

Optional Conversion. A Limited Partner, in its capacity as the holder of Series A Preferred Units, shall have the right to convert all or a portion of such Series A Preferred Units into Common Units, provided that an equivalent number of Series A Preferred Shares are substantially concurrently therewith being converted into Common Shares, as follows: (i) If Subject to and upon compliance with the Initial Listing has not occurred provisions of this Section E, the Limited Partner, in its capacity as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares holder of Series B A Preferred StockUnits shall have the right, at their its option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing into the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which Units at the Holder Conversion Price (as in effect at the time and on the date provided for in paragraph (ii) of Shares of this Section E) by surrendering such Series B A Preferred Stock Units to the Partnership to be converted, such surrender to be made in the manner provided in paragraph (ii) of this Section E. Upon the conversion of Series A Preferred Shares pursuant to this Section E(i), all rights to any accumulated and unpaid dividends on such Series A Preferred Shares shall be entitledcancelled and shall terminate. (ii) In order to exercise the conversion right, the Limited Partner, in its capacity as the holder of each Series A Preferred Unit to be converted shall deliver to the Partnership a notice of conversion. This Each conversion shall be deemed to have been made effected immediately prior to the close of business on the date on which the Limited Partner delivers notice of election of conversion and the Limited Partner shall be deemed to have become the holder or holders of record of the Common Units represented thereby at such time on such date, and such conversion shall be at the Conversion Price in effect at such time and on such date unless the stock transfer books of the Partnership shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the next succeeding day on which such partnership transfer books are open, but such conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become at the record holder of those Common Shares at that time Conversion Price in effect on that datethe date on which such Series A Preferred Units shall have been surrendered and received by the Limited Partner. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect No fractional Partnership Unit shall be issued upon conversion of the Series B A Preferred Stock represented by Units. Instead of any fractional interest in a global stock certificate Common Unit that would otherwise be deliverable upon the conversion of a Series A Preferred Unit, the Partnerships shall pay to the holder of such Series A Preferred Unit an amount in cash based upon the Current Market Price of Common Shares of the Series B Preferred StockGeneral Partner on the Trading Day immediately preceding the date of conversion. (iv) The Conversion Price shall be adjusted from time to time at the same time and in a like manner as set forth in the Declaration of Trust.

Optional Conversion. To convert a Preferred Share into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the a “Optional Trigger Conversion Date”), thena Holder shall deliver (via electronic mail), holders of Shares of Series B Preferred Stockfor receipt on or prior to 4:59 p.m., at their optionNew York time, may, at any time and from time to time after on such date, convert all, but not less than all, a copy of their outstanding an executed notice of conversion of the share(s) of Preferred Shares of Series B Preferred Stock into subject to such conversion in the Conversion Amount of Common Shares form attached hereto as Exhibit I (the “Optional ConversionConversion Notice”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at 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 office of its transfer agent, as may be designated by Company the Board of Directors, the certificate or original certificates, if any, for 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 Series B Preferred Stock its loss, theft or destruction as contemplated by Section 21(b)). On or before the 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 be convertedsuch Holder and the Company’s transfer agent (the “Transfer Agent”), accompanied by a written notice stating that which confirmation shall constitute an instruction to the Holder of Shares of Series B Preferred Stock elects Transfer Agent to convert process such Shares Conversion Notice in accordance with the provisions described 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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in this Section 5(cThe Depository Trust Company’s (“DTC”) and specifying the name or names in which the holder Fast Automated Securities Transfer Program, credit such aggregate number of shares of Series B Preferred Common Stock wishes to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the certificate 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 such Conversion Notice, a certificate, registered in the name of such Holder or certificates, if anyits designee, for the number of shares of Common Stock to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to be issuedSection 4(c)(iii) is greater than the number of Preferred Shares being converted, if certificated. The date on which then the Corporation has received all Company shall, as soon as practicable and in no event later than five (5) Trading Days after receipt of the surrendered certificate Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder (or certificates, if any, the notice relating to the conversion shall be deemed the conversion date its designee) a new Preferred Share Certificate (in accordance with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”Section 21(d). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Preferred Shares of such Series B Preferred Stock shall be entitlednot converted. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as having become the record holder or holders of those such shares of Common Stock on the Conversion Date. In connection with any conversion of Preferred Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate formby a Holder, the number of Preferred Shares converted by such Holder shall be deducted from the Installment Amount(s) of Shares of Series B Preferred Stock must comply with such Holder relating to the procedures of DTC to convert its beneficial interest Installment Date(s) as set forth in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stockapplicable Conversion Notice.

Optional Conversion. (i) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March 31this Article 6A(iii)(4)(a) and subject to complying with the requirements of the Statute, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B each Preferred StockShare may, at their optionthe sole option of the holder thereof, may, be converted at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock the relevant Original Issue Date into the Conversion Amount of fully paid and nonassessable Common Shares (based on the “Optional Conversion”then-effective applicable Conversion Price in accordance with this Article 6A(iii)(4). (ii) Following Any Preferred Shareholder who desires to convert its Preferred Shares into Common Shares shall surrender the Optional Trigger Datecertificate or certificates therefor, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or duly endorsed, at the office of its the Company or any transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, agent for the Shares of Series B Preferred Stock to be convertedShares, accompanied by a and shall give written notice stating to the Company at such office that the Holder of Shares of Series B such Preferred Stock elects Shareholder has elected to convert such Preferred Shares. Such notice shall state the number of Preferred Shares being converted (whether all or some only). Thereupon, the Company shall promptly record such conversion in accordance with its register of Members and issue and deliver to such Preferred Shareholder at the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B address specified by such Preferred Stock wishes the Shareholder a certificate or certificates, if any, certificates for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which such Preferred Shareholder is entitled and, if the Holder conversion is of part only of a holding, a new certificate for the balance of Preferred Shares of Series B retained by such Preferred Stock Shareholder. No fractional Common Shares shall be entitled on the stock records issued upon conversion of the CorporationPreferred Shares, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Shares to which be so issued to a Preferred Shareholder upon the Holder conversion of the Preferred Shares of (after aggregating all fractional Common Shares that would be issued to such Series B Preferred Stock Shareholder) shall be entitledrounded to the nearest whole share (with one-half being rounded upward). This Such conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of the certificates representing the Preferred Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person Person entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as having become the record holder of those such Common Shares at that time on that such date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company 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 (3rd) Trading Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of 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 Common Ordinary Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) 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 Ordinary Shares in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Ordinary Shares to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Debenture is physically surrendered for conversion and the outstanding Principal of Shares this Debenture is greater than the Principal portion of Series B Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Ordinary Shares issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those Common such Ordinary Shares at that time upon the transmission of a Conversion Notice. In connection with any conversion of a Conversion Amount into Ordinary Shares on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate forma Conversion Date, the Company shall, on the relevant Share Delivery Date, set off (verrekenen) its debt under the relevant Debenture(s) to pay such Conversion Amount against its receivable from the Holder of to pay up in full, and satisfy the issue price, for the relevant Ordinary Shares of Series B Preferred Stock must comply with issuable upon such conversion (and, for that purpose, such issue price shall be the procedures of DTC to convert its beneficial interest in respect of same amount as the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred StockConversion Amount).

Optional Conversion. (i) If Subject to the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, mayprovisions hereof, at any time following the twenty-first (21st) day after the Company has sent to its stockholders an information statement under Regulation 14C of the Securities Exchange Act of 1934 with respect to the action by written consent of holders of a majority of the outstanding Buyer Common Stock to authorize the issuance of Buyer Common Stock issuable upon conversion of this Note, and from time to time after such dateso long as (i) the Buyer Common Stock is authorized for listing or quotation on a national securities exchange, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into Nasdaq or the Conversion Amount of Common Shares (Over-the-Counter Bulletin Board or the “Optional Conversion”). pink sheets,” and (ii) Following all or a portion of the Optional Trigger Dateprincipal amount of this Note remains outstanding, Holders of Shares of Series B Preferred Stock either the Holder or the Company may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to election convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing Note into the number of validly issued, fully paid and non-assessable shares (the “Conversion Shares”) of Buyer Common SharesStock equal to the aggregate outstanding principal amount due under this Note (plus accrued interest) divided by the Conversion Price (as defined below), by notice of conversion and surrender (or, in the case of a Company-elected conversion, request for surrender) of this Note at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any Business Day. The “Conversion Price” shall, subject to adjustment as provided in Section 6 below, mean (x) $3.50 (the “Initial Conversion Price”) if then certificated, to which either the Company or the Holder elects to convert this Note prior to the first anniversary of Shares the date of such Series B Preferred issuance and (y) if either the Company or the Holder elects to convert this Note after the first anniversary of the date of issuance, the lesser of (A) the Initial Conversion Price (as it may be adjusted in accordance with Section 6) and (B) the volume weighted average trading price per share of Buyer Common Stock shall be entitled. This conversion shall be deemed to have been made at for the close of business twenty (20) trading days ending on the Optional Conversion Date so that second trading date prior to the rights date of the Holder notice of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateconversion. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company 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 (X) if legends are not required to be placed on certificates of Common Stock pursuant to the Securities 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 Shares Stock to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) 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 CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights Section 2(g) of the Holder Securities Purchase Agreement. If this Debenture is physically surrendered for conversion and the outstanding Principal of Shares this Debenture is greater than the Principal portion of Series B Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time on that dateStock upon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as Any holder of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares shares of Series B D Preferred StockStock shall have the right, at their its option, may, at any time and from time to time after prior to the Effective Time (as such dateterm is defined in the Merger Agreement), convert allto convert, but not less than allsubject to the terms and provisions of this Section 7 of Article V.B, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some any or all of such holder’s shares of Series D Preferred Stock into such number of fully paid and non-assessable shares of Common Stock as is equal to the product of (i) the number of shares of Series D Preferred Stock being so converted multiplied by surrendering (ii) the quotient of (x) the sum of the Series D Accreted Value plus all dividends accrued since the previous Series D Accrual Date divided by (y) the Series D Conversion Price, subject to adjustment as provided in Section 7(c) of this Article V.B. Such conversion right shall be exercised by the surrender of certificate(s) representing the shares of Series D Preferred Stock to be converted to the Corporation at any time during usual business hours at its principal place of business maintained by it (or such other office or at agency of the office Corporation as the Corporation may designate by notice in writing to the holders of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares shares of Series B D Preferred Stock to be convertedStock), accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock holder elects to convert such Shares in accordance with the provisions described in this Section 5(c) shares of Series D Preferred Stock and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder on its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(i) of this Article V.B. All certificates representing shares of Series B D Preferred Stock wishes the certificate or certificates, if any, surrendered for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed delivered to the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”)Corporation for cancellation and canceled by it. As promptly as practicable after the Optional Conversion Date with respect to surrender of any Shares shares of Series B D Preferred Stock, in any event within seven (7) days of the receipt of such certificates, the Corporation shall (Asubject to compliance with the applicable provisions of federal and state securities laws) reflect deliver to the issuance holder of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (Bshares so surrendered certificate(s) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable nonassessable shares of Common Shares, if then certificated, Stock into which such shares are entitled to which be converted. At the Holder time of Shares the surrender of such Series B Preferred certificate(s), the Person in whose name any certificate(s) for shares of Common Stock shall be entitled. This issuable upon such conversion shall be deemed to have been made at be the close holder of business record of such shares of Common Stock on the Optional Conversion Date so such date, notwithstanding that the rights share register of the Holder of Shares of Series B Preferred Corporation shall then be closed or that the certificates representing such Common Stock as shall not then be actually delivered to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datesuch Person. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver) for receipt on or prior to 9:00 a.m. New York Time on such date a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company 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 first (1st) 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 Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Ordinary Shares and provided that the 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 Common Ordinary Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) 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 CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Ordinary Shares to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion , which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series B Preferred Stock the Conversion Amount being converted, then the Company shall, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note, issue and deliver at its own cost to the shares being converted shall cease except for holder a new Note representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those Common such Ordinary Shares at that time on that dateupon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. At the option of the Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this Note (i) or any portion thereof), may be converted into warrants to purchase shares of Class A common stock of the Maker at a conversion price (the “Conversion Price”), equal to $1.00 per warrant (“Warrants”). If the Initial Listing has not occurred as Payee elects such conversion, the terms of March 31such Warrants issued in connection with such conversion shall be identical to the warrants issued to the Payee in the private placement that closed on August 25, 2020 (the “Optional Trigger DatePrivate Placement Warrants”) in connection with the Maker’s initial public offering that closed on August 25, 2020 (the “IPO”), thenincluding that each Warrant shall entitle the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering subject to the Corporation at its principal office or same adjustments applicable to the Private Placement Warrants. Before this Note may be converted under this Section 7(a), the Payee shall surrender this Note, duly endorsed, at the office of its transfer agent, as may be designated by the Board Maker and shall state therein the amount of Directors, the certificate or certificates, if any, for the Shares unpaid principal of Series B Preferred Stock this Note to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) converted and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, certificates for the Common Shares Warrants are to be issued, if certificatedissued (or the book-entries to be made to reflect ownership of such Warrants with the Maker’s transfer agent). The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, this Note and the person or persons entitled to receive the Common Shares Warrants upon such conversion shall be treated for all purposes as having become the record holder or holders of those Common Shares at such Warrants as of such date. Each such newly issued Warrant shall include a restricted legend that time on that date. (iii) In lieu contemplates the same restrictions as the Private Placement Warrants. The Warrants and shares of Class A common stock issuable upon exercise of the foregoing proceduresWarrants shall constitute “Registrable Securities” pursuant to that certain Amended and Restated Registration Rights Agreement, if dated July 19, 2021, among the Series B Preferred Stock is held in global certificate formMaker, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred StockPayee and certain other security holders named therein.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger a "Conversion Date”"), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the "Conversion Notice") to the Company 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 (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Common Stock and provided that the 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 Shares Stock to which the Holder of Shares of Series B Preferred Stock shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the 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 the stock records certificates or book-entry positions of the CorporationCommon Stock, issue and (B) deliver to the address as specified in the Conversion Notice, a certificate or cause to be delivered (i) certificates representing book-entry position, registered in the name of the Holder or its designee, for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This If this Debenture is physically surrendered for conversion shall be deemed to have been made at and the close outstanding Principal of business on this Debenture is greater than the Optional Conversion Date so that the rights Principal portion of the Holder Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of Shares of Series B Preferred Stock as this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time on that dateStock upon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger a "Conversion Date”"), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the "Conversion Notice") to the Company 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 (X) if legends are not required to be placed on certificates of Common Stock 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 Shares Stock to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC FAST Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Commission. 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 Shares the Securities Act. If the Company determines that a restrictive legend is required in connection with any issuance of Series B Preferred 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 Debenture is physically surrendered for conversion and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time on that dateStock upon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger a "Conversion Date”"), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the "Conversion Notice") to the Company 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 (X) if legends are not required to be placed on certificates of Common Stock pursuant to the Securities 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 Shares Stock to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) 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 CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights Section 2(g) of the Holder Securities Purchase Agreement. If this Debenture is physically surrendered for conversion and the outstanding Principal of Shares this Debenture is greater than the Principal portion of Series B Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time on that date. (iii) Stock upon the transmission of a Conversion Notice. In lieu the event of the foregoing procedures, if the Series B Preferred Stock is held in global certificate forma partial conversion of this Debenture pursuant hereto, the Holder of Shares of Series B Preferred Stock must comply with principal amount converted shall be deducted from the procedures of DTC Installment Amounts relating to convert its beneficial interest the Installment Dates as set forth in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred StockConversion Notice.

Optional Conversion. (i) If the Initial Listing has not occurred as A holder of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares any share of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B A Preferred Stock may convert some or all exercise the Conversion Right of such shares share by surrendering to the Corporation at its principal office or certificate therefor, duly endorsed, at the office of its the Corporation or of any transfer agentagent for the Series A Preferred Stock, together with a written notice to the Corporation which shall state: (A) that such holder elects to convert the same; and (B) the number of shares of Series A Preferred Stock being converted. Thereupon the Corporation shall promptly issue and deliver to the holder of such shares a certificate or certificates for the number of whole shares of Common Stock to which such holder shall be entitled. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value (as may be designated determined in good faith by the Board of Directors, Directors of the Corporation) of the Common Stock. If the certificate or certificates, if any, for evidencing the Shares Series A Preferred Stock being converted shall also evidence shares of Series B A Preferred Stock to be not being converted, accompanied by a written notice stating that then the Holder of Shares of Series B Preferred Stock elects Corporation shall also deliver to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of such certificate a new stock certificate evidencing the Series A Preferred Stock not converted. The conversion of any shares of Series B A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so date that the rights of the Holder of Shares shares of Series B A Preferred Stock as to be converted are surrendered to the shares being converted shall cease except for the right to receive the conversion valueCorporation, and the person or persons entitled to receive the shares of Common Shares Stock issuable upon such conversion shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares Stock on such date. Any dividends or distributions declared but unpaid at that the time on that date. (iii) In lieu of the foregoing procedures, if conversion with respect to the Series B A Preferred Stock so converted, including any dividends declared on the Common Stock to which the Series A Preferred Stock is held in global certificate formentitled pursuant to Section 6 above, shall be paid to the Holder holder of Shares of Series B Preferred Common Stock must comply with the procedures of DTC to convert its beneficial interest in respect issued upon conversion of the Series B A Preferred Stock represented by upon the payment date therefore. The Corporation shall give written notice to each holder of a global stock certificate share of Series A Preferred Stock promptly upon the liquidation, dissolution or winding up of the Series B Preferred StockCorporation, and not more than fifty (50) nor less than twenty (20) days before the anticipated date of consummation of any acquisition of the Corporation or any sale of all or substantially all of the assets of the Corporation and no such acquisition of the Corporation or sale of assets shall be effective until such notice shall have been given.

Optional Conversion. The Investor is entitled, at its option, any time after the date of issuance of the Debenture, prior to or at the Maturity Date (ias defined in the Debenture) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger DateConversion Period”), then, holders of Shares of Series B Preferred Stock, at their option, may, ) to convert at any time and from time to time after such datetime, convert alluntil payment in full of the Debenture, but not less than all, all or any part of their outstanding Shares the principal amount of Series B Preferred Stock the Debenture into the Conversion Amount of Common Shares shares (the “Optional ConversionConversion Shares” or “Conversion Securities”) of the Company’s common stock, par value $0.001 per share (“Common Stock”). , at the price per share (the “Conversion Price”) equal to the lesser of (i) $0.10 or (ii) Following 25% less than the Optional Trigger twenty trading day (20-trading day) volume weighted average price (“VWAP”) of the Common Stock based on the closing prices per share reported by the OTC Pink Market operated by the OTC Markets Group, Inc., for said twenty-day trading period, commencing ten-trading days prior to the Date of Election, as herein defined, to convert the Debenture and ending ten-trading days after such election is made and the Notice of Conversion has been submitted to the Company as required by Section 4(c) herein. The number of Common Stock shares into which this Debenture may be converted is equal to (i) the principal amount of the Debenture being converted at the Conversion Date divided by (ii) the Conversion Price. The Conversion Shares issued to an Investor as a result of conversion in accordance with this Section 4(a) shall have the same rights, preferences and privileges as those applicable to other shares of Common Stock of the Company. In addition, the Company shall pay to the Investor on the Conversion Date, Holders as herein defined, in cash, any accrued and unpaid interest on the Debenture being converted. “Conversion Date” means any day on which all or any portion of Shares the principal amount of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares Debenture is converted in accordance with the provisions described in this Section 5(c) and specifying the name hereof. No fraction of Conversion Shares or names in which the holder scrip representing fractions of shares of Series B Preferred Stock wishes the certificate or certificatesConversion Shares will be issued on conversion, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing but the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Conversion Shares of such Series B Preferred Stock issuable shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as rounded to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datenearest whole share. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If Each Holder shall have the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, mayright, at any time and from time commencing after the issuance, to time after convert the Stated Value of such dateshares, convert all, as well as accrued but not less than all, of their outstanding Shares of unpaid declared dividends on the Series B C Preferred Stock (collectively “Conversion Amount”) into fully paid and non- assessable shares of Common Stock of the Company (“Conversion Shares”). The number of Conversion Shares issuable upon conversion of the Conversion Amount shall equal the Conversion Amount divided by the Conversion Price then in effect. The “Conversion Price” of the Series C Preferred shall be $1.12, subject to adjustment and except as otherwise set forth below. No fractional shares of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares Stock shall be issued upon conversion of Series B Preferred Stock may convert some or all C Preferred. In lieu of such shares by surrendering any fractional share to which the holder would otherwise be entitled, the Company shall round up to the Corporation at its principal office nearest whole share. In order to convert Series C Preferred into shares of Common Stock, the Holder shall surrender the certificate or at certificates therefor, duly endorsed, to the office of its transfer agentthe Company, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a and shall give written notice stating to the Company at such office that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying same, the name or names in which the holder number of shares of Series B C Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all so converted and a calculation of the surrendered certificate or certificates, if any, Conversion Price (with an advance copy of the certificate(s) and the notice relating by facsimile); provided, however, that the Company shall not be obligated to issue certificates evidencing shares of Common Stock issuable upon such conversion unless such shares of Series C Preferred are delivered to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly Company as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stockprovided above, the Corporation shall (A) reflect the issuance of such number of Common Shares to which or the Holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company and its transfer agent to indemnify the Company from any loss incurred by it in connection with such certificates. Notice of Shares of Series B Preferred Stock shall conversion may be entitled on given by a Holder at any time during the stock records of the Corporation, day up to 5:00 p.m. New York City time and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that date notice of conversion is received by the rights Company. Within three (3) business days after the notice of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held delivered in global certificate form, the Holder of Shares of Series B Preferred Stock must comply accordance with the procedures set forth above, the Company shall instruct the transfer agent to issue shares of DTC its Common Stock and to convert its beneficial interest in respect of forward the Series B Preferred Stock represented by a global stock certificate of same to the Series B Preferred StockHolder.

Optional Conversion. (i) If Subject to the Initial Listing has not occurred as provisions of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, maythis Section 3, at any time and from time to time on or after such datethe Date of Issuance, convert all, but not less than all, of their outstanding Shares any holder of Series B Preferred Stock 1 Shares shall have the right by written election to the Corporation to convert all or any portion of the outstanding Series 1 Shares held by such holder into the Conversion Amount of fully paid and nonassessable Common Shares (the “Optional Conversion”)as provided herein. (ii) Following the Optional Trigger Date, Holders of Shares To effect a conversion of Series B Preferred Stock may convert some or all of such shares by surrendering 1 Shares under Section 3(a)(i), a holder shall: (i) submit a written election to the Corporation at its principal office or at that such holder elects to convert Series 1 Shares, the office number of its transfer agentSeries 1 Shares elected to be converted; and (ii) surrender, as may be designated by along with such written election, to the Board of Directors, Corporation the certificate or certificatescertificates representing the Series 1 Shares being converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed share transfers relating thereto) or, if anythe certificate or certificates are lost, for the Shares of Series B Preferred Stock to be convertedstolen or missing, accompanied by a written notice stating that statutory declaration as to loss executed by the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedholder. The date on which the Corporation has received all conversion of the surrendered certificate or certificates, if any, the notice relating to the conversion such Series 1 Shares hereunder shall be deemed effective as of the conversion date with respect of surrender of such Series 1 Share certificate or certificates or delivery of such statutory declaration as to loss. Upon the receipt by the Corporation of a Share written election and the surrender of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stocksuch certificate(s) and accompanying materials, the Corporation shall as promptly as practicable (Abut in any event within 15 days thereafter) reflect deliver to the issuance relevant holder: (x) a certificate in such holder’s name (or the name of such holder’s nominee as stated in the written election) for the number of Common Shares to which the Holder of Shares of Series B Preferred Stock such holder shall be entitled on the stock records upon conversion of the Corporationapplicable Series 1 Shares as calculated under Section 3(a) and, and if applicable (By) deliver or cause to be delivered (i) certificates representing a certificate in such holder’s for the number of Series 1 Shares represented by the certificate or certificates delivered to the Corporation for conversion but otherwise not elected to be converted under the written election. All shares issued hereunder by the Corporation shall be duly and validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateassessable. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. At any time prior to the Maturity Date, at the option of Holder in its sole discretion, all or any portion of the then outstanding Principal Amount of this Convertible Note may be converted (ian "Optional Conversion") If the Initial Listing has not occurred as into a number of March 31, 2020 Shares (the “"Optional Trigger Date”)Conversion Shares") equal to the amount of the then outstanding Principal Amount to be converted divided by the Conversion Price. Notwithstanding the foregoing, thenHolder shall be entitled to a total of three (3) Optional Conversions, holders each in an amount of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all$3,000,000. In order to exercise the right of Optional Conversion, Holder shall surrender this Convertible Note at the principal office of their outstanding Shares Obligor and shall give written notice of Series B Preferred Stock into such exercise, substantially in the Conversion Amount form of Common Shares Exhibit A attached hereto (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “"Optional Conversion Date”Notice"), to Obligor at such office. As promptly as practicable after the Such Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made effected at the close of business on the date on which such Optional Conversion Date so that Notice, duly completed and executed, shall have been given as aforesaid, and, subject to the rights last sentence of this Section 7(a), at such time such portion of the Holder Principal Amount as is subject to such Optional Conversion shall be applied by Obligor in full payment of the Optional Conversion Shares to be issued in consequence of Series B Preferred Stock as to the shares being converted Conversion and that application shall cease except for discharge Obligor from all liability in respect of such portion of the right to receive the conversion valuePrincipal Amount converted, and the person entitled to receive the Common Shares Holder shall be treated deemed for all purposes as having to have become the record holder of those Common Shares the Optional Conversion Shares. As promptly as practicable, but in no event later than seven (7) Business Days, after an Optional Conversion, Obligor, at that time on that date. its expense, shall cause (iiii) In lieu the Optional Conversion Notice presented by Holder to Obligor, and any other documents necessary for such Optional Conversion to be effected, to be stamped by the office of the foregoing proceduresInland Revenue Department and as appropriate under the laws of the Cayman Islands, if (ii) Holder's name to be entered in the Series B Preferred Stock is held in global certificate form, register of the Holder members of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest Obligor in respect of the Series B Preferred Stock represented by a global stock certificate Optional Conversion Shares, (iii) to be paid to Holder all accrued and unpaid interest through and including the date of the Series B Preferred StockOptional Conversion on that portion of the Principal Amount subject to such Optional Conversion and (iv) to be delivered to Holder a convertible note, in form and substance identical to this Convertible Note, for the remaining outstanding Principal Amount if such Optional Conversion was not for the entire portion of the then outstanding Principal Amount. Notwithstanding any provision of this Convertible Note to the contrary, no Optional Conversion shall be deemed to have occurred unless and until Obligor shall have complied with the obligations set forth in the immediately preceding sentence, whereupon such Optional Conversion shall be deemed to have been effective as of the date the Optional Conversion Notice is given to Obligor; provided, however, that no failure by Obligor to so comply with such obligations shall prohibit Holder from exercising its rights as the holder of the Optional Conversion Shares.

Optional Conversion. (iPrior to the date of the conversion described in Section 4(a) If above, Holder shall surrender this Note, duly endorsed, and a copy of an executed notice of conversion in the Initial Listing has not occurred form attached hereto as of March 31, 2020 Exhibit I (the “Optional Trigger DateConversion Notice”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the principal executive office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedCompany. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, conversion elected by Holder on the notice relating to the conversion Conversion Notice shall be deemed the conversion date with respect referred to a Share of Series B Preferred Stock (herein as the “Optional Conversion Date”). .” As promptly soon as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock(but in no event later than three (3) business days thereafter), the Corporation Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the second (2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (A1) reflect provided that the issuance of Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Shares Stock to which the Holder of Shares of Series B Preferred Stock shall be entitled on to Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the stock records 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 Conversion Notice, a certificate, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion In addition to the foregoing, if on or prior to the third (3rd) Trading Day after the Conversion Date (the “Share Delivery Deadline”), the Company shall be deemed fail to have been made at the close issue and deliver a certificate to Holder and register such shares of business Common Stock on the Optional Conversion Date so that Company’s share register or credit Holder’s or its designee’s balance account with DTC for the rights number of shares of Common Stock to which Holder is entitled upon Holder’s conversion hereunder (as the case may be), and if on or after such Share Delivery Deadline Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by Holder of all or any portion of the number of shares of Common Stock issuable upon such conversion that Holder so anticipated receiving from the Company, then, in addition to all other remedies available to Holder, the Company shall, within three (3) business days after receipt of Shares of Series B Preferred Stock as Holder’s written request, pay cash to Holder in an amount equal to Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares being converted shall cease except of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of Holder), at which point the Company’s obligation to so issue and deliver such certificate or credit Holder’s balance account with DTC for the right number of shares of Common Stock to receive which Holder is entitled upon Holder’s conversion hereunder (as the conversion value, case may be) (and the person entitled to receive the issue such shares of Common Shares Stock) shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateterminate. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. For purposes of this Section 4, the "Conversion Termination Date" shall mean the earlier of the following dates: (i) If April 1, 2003; or (ii) sixty (60) days following the Initial Listing has not occurred as mailing postmark date of March 31, 2020 (written notice by the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, Company to the Holders that it intends to close under an Equity Financing. This Debenture may be converted at any time and from time to time after such date, convert allafter, but not before, April 1, 1999 (or at any time following written notice by the Company to the Holders that it intends to close under an Equity Offering) and prior to the Conversion Termination Date in whole or in part, at the option of the Holder (the "Conversion") into that number of whole shares of the Company's fully-paid and non-assessable New Common Stock as shall be determined by dividing the then outstanding principal balance of this Debenture plus all interest then accrued but unpaid hereunder, by $.10 (the "Conversion Price"). No fractional shares of the Company's New Common Stock shall be issued nor shall cash in lieu of fractional shares be paid by the Company. A Debenture may be converted in whole or in part by written notice from the Holder to the Company bearing a mailing postmark date not later than the Conversion Termination Date sent to the Principal Office of the Company specifying the portion, if less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock Debenture to be converted, accompanied by surrender of the Debenture. In the event of a written notice stating partial Conversion of the Debenture by the Holder, another Debenture of like terms equal in principal amount to the unpaid balance of the Debenture partially converted shall be issued to the Holder. The shares of New Common Stock issuable upon the Conversion may not be publicly offered or sold unless the person offering or selling such security complies with the registration provisions of the Securities Act of 1933, as amended or any successor legislation thereto, any state securities law applicable to the issuance and sale of such shares and all applicable rules and regulations adopted by any of the foregoing, or unless, in the opinion of counsel who is satisfactory to Company and its counsel, such offer and sale is exempt from such registration provisions. Notwithstanding anything herein to the contrary, unless the shares issuable on Conversion are covered by a current registration statement under the Securities Act of 1933 as amended, or other applicable law at the time of any proposed Conversion, it shall be a condition of the delivery of certificates for shares of the Company's New Common Stock issuable upon the Conversion, that the Holder of Shares of Series B Preferred Stock elects deliver to convert such Shares in accordance Company, together with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, Debenture for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if anycancellation, the notice Holder's written representation in form satisfactory to the Company that the Holder is acquiring the shares without a view to engage in a distribution thereof in violation of applicable laws, rules and regulations relating to the conversion such registration. Any unregistered shares issued upon Conversion shall be deemed endorsed with a legend in substantially the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuefollowing form, and the person entitled to receive the Common Shares Holder shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.terms thereof:

Optional Conversion. (iA) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March 31this Article 6.1, 2020 (the “Optional Trigger Date”), then, holders of Shares of any Series B A Preferred Stock, at their option, Share may, at the option of the holder, be converted at any time into fully-paid and from time to time after such date, convert all, but not less than all, non-assessable Common Shares based on the then-effective Conversion Price; provided that no Series A Preferred Share shall be convertible under this paragraph (a) if both of their outstanding Shares the following are true: (a) any part of Series B Preferred Stock into the Conversion Redemption Amount (as defined below) associated with conversion of Common Shares such Series A Preferred Share requires payment out of the capital of the Company other than from available profits or the proceeds of any fresh issue of shares made for purposes of such payment and (b) following the “Optional Conversion”)date on which the conversion is to be effected the Company would be unable to pay its debts as they fall due in the ordinary course of business. (iiB) Following the Optional Trigger Date, Holders The holder of any Series A Preferred Shares of Series B Preferred Stock may who desires to convert some or all of such shares by surrendering to into Common Shares shall surrender the Corporation at its principal office certificate or certificates therefor, duly endorsed, at the office of its the Company or any transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, agent for the Shares of Series B A Preferred Stock to be convertedShares, accompanied by a and shall give written notice stating to the Company at such office that the Holder of Shares of Series B Preferred Stock elects such holder has elected to convert such Shares in accordance with shares. Such notice shall state the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares number of Series B A Preferred Stock wishes Shares being converted. Thereupon, the Company shall promptly issue and deliver to such holder at such office a certificate or certificates, if any, certificates for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of holder is entitled. No fractional Common Shares of Series B Preferred Stock shall be entitled on the stock records issued upon conversion of the CorporationSeries A Preferred Shares, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Shares to which the Holder be so issued to a holder of converting Series A Preferred Shares of (after aggregating all fractional Common Shares that would be issued to such Series B Preferred Stock holder) shall be entitledrounded to the nearest whole share (with one-half being rounded upward). This Such conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of the certificates representing the Series A Preferred Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as having become the record holder of those such Common Shares at that time on that such date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as Each whole share of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of this Series B Preferred Stockmay be ------------------- converted, at their option, maythe option of the holder, at any time and from time to time after such datetime, into fully-paid and non-assessable shares of Common Stock; provided, a holder's right to so convert all, but not less than all, of their outstanding Shares shares of Series B A Preferred Stock into shall terminate as to shares thereof that are redeemed by the Corporation on the redemption date therefor as provided in and subject to the terms and conditions of paragraph 7 hereof. The number of shares of Common Stock to which the holder of each share of this Series shall be entitled upon conversion shall be the product obtained by multiplying the number of whole shares of this Series to be converted by the Conversion Amount Rate. The "Conversion Price" shall be $2.25 [or if the offering price is lower, such lower amount] initially, subject to adjustment as provided in paragraph 5(e). The "Conversion Rate" shall be determined by dividing the sum of Common Shares ($2.25 [or if the “Optional Conversion”)offering price is lower, such lower amount] plus all accrued and unpaid dividends by the Conversion Price. (ii) Following A holder of shares of this Series desiring to convert all or a portion of the Optional Trigger Date, Holders whole shares of Shares of this Series B Preferred Stock may convert some or all of owned by such shares by surrendering holder shall give written notice thereof to the Corporation at its principal office or at Corporation. Such notice shall be accompanied by certificates, duly endorsed for conversion, evidencing the office number of its transfer agentwhole shares of this Series such holder desires to convert, as may be designated by the Board of Directors, the certificate or certificatestogether with cash, if any, required by subparagraph 5(c) hereof. The Corporation will, as soon as practicable thereafter, deliver to such holder or to such holder's nominee or nominees, a certificate or certificates for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder appropriate number of shares of Series B Preferred Stock wishes Common Stock, together with cash, as provided in subparagraph 5(d), with respect to any fractional shares otherwise issuable upon conversion and, in the event of a partial conversion, a certificate or certificatesrepresenting the balance, if any, for of the Common Shares to be issued, if certificated. The date on which the Corporation has received all whole shares of this Series represented by the surrendered certificate or certificates but not converted to Common Stock. (iii) If a holder has delivered notice to the Corporation of its desire to convert all or a portion of its shares of this Series, and certificates, duly endorsed for conversion in respect of such shares and cash, if any, the notice relating required by subparagraph 5(c) hereof, then all shares of this Series so tendered to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at be no longer outstanding and, notwithstanding the failure of the Corporation to issue the Common Stock, such holder shall be deemed, for all purposes to be a holder of the number of shares of Common Stock into which the shares of this Series such holder is entitled to receive pursuant to the terms of this paragraph 5, in each case as of the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the date on which such conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datenotice is delivered. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (ia) If Subject to and upon compliance with the Initial Listing has not occurred as provisions of March 31this Section 4, 2020 (each Holder of this Note shall have the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stockright, at their such Holder’s option, may, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (including the accrued and unpaid interest thereon) at any time prior to the close of business on the second Trading Day immediately preceding the Maturity Date, at an initial conversion rate of 80 shares of Common Stock (subject to adjustment as provided in Section 6, the “Conversion Rate”) per $1,000 of principal amount of Notes and from time a number of shares of Common Stock equal to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount Rate per $1,000 of Common Shares accrued and unpaid interest on any Notes (subject to, and in accordance with, the settlement provisions of Section 4(b), an “Optional Conversion”). (iib) Following To exercise its conversion rights in the event of an Optional Trigger DateConversion, Holders the Holder shall comply with the Applicable Procedures of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering the Depositary in effect at that time and, if required, pay funds equal to the Corporation at its principal office interest payable on the next Interest Payment Date to which such Holder is not entitled pursuant to Section 4(d) and pay all transfer or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificatessimilar taxes, if any, for pursuant to Section 4(g). Upon compliance by such Holder with such Applicable Procedures, the Shares electing Holder shall notify the Company of Series B Preferred Stock the exercise of its conversion rights with respect to be convertedsuch Holder’s Notes or portion thereof and if required, accompanied by a written notice stating that pay funds equal to the interest payable on the next Interest Payment Date to which such Holder of Shares of Series B Preferred Stock elects is not entitled pursuant to convert such Shares in accordance with the provisions described in this Section 5(c4(d) and specifying the name pay all transfer or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificatessimilar taxes, if any, for the Common Shares pursuant to be issued, if certificated. Section 4(g). (c) The date on which the Corporation has received all of the surrendered certificate Notes (or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (Aportion thereof) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at converted immediately prior to the close of business on the Optional date (the “Conversion Date so Date”) that the rights Holder has complied with the requirements set out in Section 4(b) above. The Company shall deliver the shares of Common Stock (in book entry form) registered in the name of the Holder or its assigns at the appropriate Conversion Rate, subject to adjustment in accordance with Section 7 no later than the second Trading Day following the applicable Conversion Date (the “Share Delivery Date”). No fractional shares shall be issued upon an Optional Conversion. Any shares of Shares Common Stock to be issued upon an Optional Conversion shall be rounded down to the nearest whole share. Upon the conversion in full or in part of Series B Preferred this Note into Common Stock of the Company pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder an amount in cash equal to such fraction multiplied by the price at which this Note converts, which amount shall be payable at the same time as delivery of the shares of Common Stock issuable to the Holder in accordance with this Section 4. In addition, to the extent the Holder has converted only a portion of the outstanding principal amount of this Note and such Notes are not then in book entry form in accordance with Section 1.4 of Annex A, a replacement Note for the outstanding principal amount of the Note not converted will be delivered to the Holder at the same time as the delivery of any shares of Common Stock issuable in accordance with this Section 4. (d) The Company’s settlement of the Optional Conversion shall be deemed to satisfy in full its obligation to pay the principal amount of the Notes so converted and accrued and unpaid interest thereon, if any, to, but excluding, the relevant Conversion Date. Accrued and unpaid interest on the principal amount so converted, if any, to, but excluding, the relevant Conversion Date shall be converted into shares of Common Stock at the Conversion Rate. If the principal amount of any Notes are converted after the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date (in addition to having the value of such interest converted in connection with such conversion) will receive the full amount of interest payable on such Notes in cash on such Interest Payment Date notwithstanding the conversion. Therefore, the principal amount of any Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted on the corresponding Interest Payment Date (regardless of whether the converting Holder was the Holder of record on the corresponding Regular Record Date); provided that no such payment shall be required (1) for conversions following the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note. (e) The Company shall be forever released from all of its obligations and liabilities under the Notes with respect to the principal amount of Notes and accrued interest thereon, if any, so converted and such principal amount of Notes so converted shall be deemed paid, and of no further force and effect, and the Company shall, if such Notes are not then in book entry form in accordance with Section 1.4 of Annex A, issue a new Note evidencing any remaining outstanding principal amount of Notes not converted pursuant to the Optional Conversion. (f) The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the outstanding principal amount of Notes, plus accrued and unpaid interest thereon, if any, from time to time as such Notes are presented for conversion. (g) The Company shall pay any and all stamp, stock transfer, stock issuance and other similar taxes or any other fees that may be payable in respect of any issuance or delivery of shares of Common Stock of the Company upon conversion of this Note pursuant to this Section 4, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Company or its Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Company or its Agent receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (h) Upon the conversion of an interest in any Global Note, the Company or its Agent or the custodian at the direction of the Company, shall make a notation on such Global Note as to the shares being converted shall cease except for reduction in the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateprincipal amount represented thereby. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. Subject to adjustment as specified below, (i) If the Initial Listing has not occurred as of March 31, 2020 (Series D Holders shall have the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, right at any time to have their Series D Preferred Shares converted and from time to time after such datereclassified into Voting Ordinary Shares, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger DateSeries C-1 Holders shall have the right at any time to have their Series C-1 Preferred Shares converted or reclassified into Voting Ordinary Shares or Non-voting Ordinary Shares, (iii) the Series C-2 Holders shall have the right at any time to have their Series C-2 Preferred Shares converted or reclassified into Series C-1 Preferred Shares or into Non-voting Ordinary shares, (iv) the Series A Holders and Series B-1 Holders have the right at any time to have their Series A Preferred Shares and Series B-1 Preferred Shares converted or reclassified into Voting Ordinary Shares, (v) the Series B-2 Holders shall have at any time the right to have their Series B-2 Preferred Shares converted or reclassified into Series B-1 Preferred Shares or into Non-voting Ordinary Shares; and (vi) the Non-voting Ordinary Shareholders have the right at any time to have their Non-voting Ordinary Shares converted or reclassified into Voting Ordinary Shares. Any conversion or reclassification of (i) Non-voting Ordinary Shares into Voting Ordinary Shares; and (ii) Non-voting Preferred Shares into Voting Preferred Shares (as defined in the Revised Articles) of Series B the same class, will be made on a one to one basis. Any conversion or reclassification of Preferred Stock may convert some or all of such shares by surrendering Shares into Ordinary Shares will be made pursuant to the Corporation at its principal office Conversion Rate (subject to adjustment as provided under this Agreement or the Revised Articles) at the office of its transfer agent, time in effect for such share. The "CONVERSION RATE" shall be the Original Issue Price divided by the Conversion Price (subject to any adjustment as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described set forth in this Section 5(cAgreement or the Revised Articles) and specifying at the name or names time in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, effect for the Common Shares to be issued, if certificatedsuch share. The date on which "ORIGINAL ISSUE PRICE" of each Preferred Share is the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating amount in US Dollars originally paid to the conversion Company for that share. The "CONVERSION PRICE" for each Preferred Share shall initially be the Original Issue Price of that Preferred Share and shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly adjusted as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and nonprovided in sub-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datesection 10. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert (ian "OPTIONAL CONVERSION") If the Initial Listing has not occurred as any Conversion Amount into shares of March 31, 2020 Common Stock on any date (the “Optional Trigger Date”a "CONVERSION DATE"), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as EXHIBIT I (the "CONVERSION NOTICE") to the Company 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 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 (2nd) Business Day following the date of receipt of a Conversion Notice (the "SHARE DELIVERY DATE"), the Company shall (A) (X) provided the Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program and the shares of Common Stock issuable upon conversion are registered for resale or are exempt from registration, credit such aggregate number of shares of Common Shares Stock to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) 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 CorporationHolder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled and (B) pay to the Holder in cash an amount equal to the applicable Pro Rata Amount for the Holder that is released from the Cash Collateral Account in connection with such conversion. 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 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 or cause to be delivered the holder a new Note (iin accordance with Section 20(d)) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitledoutstanding Principal not converted. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time Stock on that datethe Conversion Date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If At the Initial Listing has not occurred as option of March 31the Holders, 2020 each share of Series C Preferred Stock held by the Holders shall convert into twenty fully paid and non-assessable shares of Class A Common Stock (such number of shares subject to adjustment pursuant to Section 6(g) below), on the later of (A) the date specified in a written notice delivered to the Company stating that such Holder desires to convert shares of Series C Preferred Stock then outstanding (the “Optional Trigger Date”"Conversion Notice"), thenwhich date must be at least five trading days following delivery of the Conversion Notice unless otherwise determined by the Company in its sole discretion, holders of Shares and (B) the date upon which such converting Holder surrenders such shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B C Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”)which such Holder desires to convert, all in accordance with Section 6(b)(ii) below. (ii) Following the Optional Trigger Date, Holders of Shares In order to convert shares of Series B C Preferred Stock may convert some or all of such shares by surrendering into Class A Common Stock pursuant to paragraph 6(b)(i) above, the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, Holders shall: (1) surrender the certificate or certificates, if any, for certificates evidencing such of the Shares Holders shares of Series B C Preferred Stock to be converted, duly endorsed in blank or accompanied by a written notice stating that proper instruments of transfer, at the Holder principal office of Shares the Company or any transfer agent for the Series C Preferred Stock, and (2) shall give the Conversion Notice to the Company at such office of Series B Preferred Stock elects the election to convert such Shares in accordance with the provisions described in this Section 5(c) same and specifying shall state therein the name or names in which the holder of shares of Series B Preferred Stock Holders wishes the certificate or certificates, if any, certificates for the Class A Common Shares Stock to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if anyAs soon as practicable thereafter, the notice relating Company shall issue and deliver at such office to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred StockHolders or their respective transferee, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable whole shares of Class A Common Shares, if then certificated, Stock to which the Holder of Shares of such Series B Preferred Stock Holders shall be entitled. This conversion The Conversion Notice shall be deemed to have been made at substantially in the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock form attached hereto as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.Exhibit B.

Optional Conversion. (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at At any time and from time to time from and after such datethe third anniversary of the Issue Date, each holder of a Series B Convertible Redeemable Preferred Share may, at its option, convert all, but not less than all, of their outstanding Shares of such Series B Convertible Redeemable Preferred Stock Share into the Conversion Amount number of shares of Class A Common Shares Stock determined by dividing (x) the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificatesAccreted Stated Value thereof plus any accrued but unpaid dividends, if any, for thereon, in each case as of the Shares Conversion Date (as defined below), by (y) the Conversion Price, as adjusted from time to time pursuant to the terms of this Certificate of Designation. Notwithstanding anything herein to the contrary, the Series B Convertible Redeemable Preferred Shares shall not be convertible and the holders thereof shall not have the rights to acquire any Class A Common Stock to be converted, accompanied by a written notice stating that the Holder issuable upon conversion of Shares of such Series B Convertible Redeemable Preferred Stock elects to convert such Shares in accordance with until the provisions described in this Section 5(cdate that is 61 days after the earlier of (A) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all number of outstanding shares of Class A Common Stock owned by the holder of the surrendered certificate or certificates, if any, the notice relating to Series B Convertible Redeemable Preferred Shares (assuming the conversion shall be deemed of the Series B Convertible Redeemable Preferred Shares into shares of Class A Common Stock pursuant hereto and the conversion date of the Series A Preferred Share into shares of Class A Common Stock in accordance with respect to a Share its terms), when aggregated with the outstanding shares of Series B Preferred Class A Common Stock of any group (as this term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Optional Conversion DateExchange Act”). As promptly ) that includes the holder and any of the holder’s Affiliates (as practicable after defined below), would not result in the Optional Conversion Date with respect to any Shares holder of the Series B Convertible Redeemable Preferred Stock, the Corporation shall Shares being a beneficial owner (Aas this term is used in Section 13(d)(3) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, Exchange Act) of more than 49.9% of the outstanding shares of Class A Common Stock and (B) deliver the date on which such beneficial ownership would not give to any person or entity any right of redemption, repurchase or acceleration under any indenture or other document governing any of the Company’s indebtedness that is outstanding as of the Issue Date. For purposes hereof, “Affiliate” means any other person or entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such first person or entity. As used in this definition, the term “control” including the correlative terms “controlling”, “controlled by” and “under common control with”, means the possession, directly or indirectly, of the power to direct or cause to be delivered the direction of management or policies (i) certificates representing the number whether through ownership of validly issuedsecurities or any partnership or other ownership interest, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateby contract or otherwise). (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If The holder of each Note shall have the Initial Listing has not occurred as of March 31right, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, ------------------- at their such holder's option, may, on or at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into before the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all Maturity Date of such shares by surrendering to the Corporation at its principal office Note (except that if such Note or at the office of its transfer agent, as may any portion thereof shall be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares prepaid in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificateshereof, if anysuch right shall terminate, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance principal amount of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the CorporationNote so prepaid, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that date of such prepayment, unless default shall occur in compliance with any condition to, or in the rights performance of any obligation of the Holder Company in connection with, such prepayment) to convert all or any portion of the principal amount of such Note and the interest accrued on such principal amount into Conversion Shares of Series B Preferred Stock as on and subject to the shares being terms and conditions hereinafter set forth in this Section 1B. (i) The conversion price (hereinafter called the "Conversion ---------- Price") shall be initially $0.30, but shall be adjusted in certain instances ----- as provided in paragraphs (v) and (vi) of this Section 1B(b). (ii) All or any portion of the principal amount of each Note and the interest accrued on such principal amount may be converted shall cease except for into fully paid and nonassessable Conversion Shares at the right to receive Conversion Price in effect at the conversion valuetime of the conversion, and the person entitled to receive number of Conversion Shares deliverable by the Common Shares Company upon such conversion shall be treated for all purposes as having become the record holder number thereof determined by dividing the amount of those Common Shares at that time on that datesuch principal and accrued interest being so converted by such Conversion Price. (iii) In order to exercise the right of optional conversion under this Section 1B(b), the holder of any Note to be converted in whole or in part shall surrender such Note to the Company, together with a written notice of the election of such holder to convert such Note, including the amount of principal and accrued interest to be converted into Conversion Shares. Such surrender may be made by actual delivery to the Company, or by registered or certified mail (return receipt requested), addressed to the Company at its address for notices hereunder, and if so mailed, shall be deemed made when mailed. If the certificate or certificates for Conversion Shares issuable on such conversion are not to be issued in the name of such holder, such notice shall also state the name or names (with address) in which such certificate or certificates shall be issued. Each conversion shall have been deemed to be effected on the date (hereinafter called the "Conversion Date") (i) which is the date on which the --------------- Note being converted in whole or in part shall have been surrendered, together with such notice, as aforesaid, or (ii) if such notice shall specify that such conversion is contingent upon the subsequent occurrence of any event, which is the date, if any, on which such event shall occur. The person or persons in whose name or names any certificate or certificates for Conversion Shares shall be issuable on such Conversion Date shall be deemed to have become on such Conversion Date the holder or holders of record of the Conversion Shares represented thereby. (iv) As promptly as practicable after the Conversion Date, the Company shall issue and deliver to or upon the written order of the holder of any Note then being converted, in whole or in part, a certificate or certificates for the number of Conversion Shares issuable upon such conversion. No fractional share, or scrip representing a fractional share, of the Common Stock shall be issued upon the conversion of any Note or portion thereof, but in lieu thereof, the holder of such Note shall be entitled to receive from the Company, on account of the fractional Conversion Shares to which such holder would otherwise be entitled on such conversion, payment in cash of the fair value as of the Conversion Date of such fractional share. In case any Note shall be surrendered for conversion of a portion only of the principal amount thereof together with the interest accrued therein, the Company shall execute and deliver to or upon the written order of the holder thereof, a new Note of the same maturity, and so dated and otherwise in such amount and form so that no gain or loss of principal or interest with respect to the unconverted portion of such Note shall result from such execution and delivery. The issuance of certificates for Conversion Shares issuable upon conversion of any Note or portion thereof shall be made without charge to the converting holder for any tax in respect thereof, except for any tax which may be payable with respect to any transfer involved in the issue and delivery of any certificate in a name other than that of the holder of the Note or portion thereof being converted. (v) In the event the Company shall at any time on or after the date hereof (i) pay a dividend of or make a distribution in shares of the Common Stock to all holders of outstanding shares of the Common Stock, (ii) subdivide outstanding shares of the Common Stock into a larger number of shares, or (iii) combine outstanding shares of the Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to the date (the "record date") for determining the holders of shares of the Common Stock entitled to such dividend or distribution, or affected by such subdivision or combination, shall be adjusted, effective immediately after such record date, to an amount (calculated to the nearest cent) determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, the numerator of which is the number of shares of the Common Stock outstanding immediately prior to such record date and the denominator of which is the number of shares of the Common Stock outstanding immediately after such record date after giving effect to such dividend, distribution, subdivision or combination. (vi) In the event the Company shall at any time on or after the date hereof issue any Additional Shares of the Common Stock (as defined below), otherwise than by way of dividend, distribution, subdivision or combination referred to in paragraph (b)(v) of this Section 1B, for a consideration per share less than the Conversion Price in effect immediately prior to such issuance, the Conversion Price in effect immediately prior to such issuance shall be reduced, immediately after such issuance, to a Conversion Price (calculated to the nearest cent) equal to such consideration per share. For the purposes of this paragraph: (A) the term "Additional Shares of the Common Stock" shall ------------------------------------- mean all shares of the Common Stock issued on or after the date hereof other than (x) shares issued upon conversion of the Notes and upon exercise of the Warrants, (y) shares issued upon the conversion or exercise of any convertible securities or warrants of the Company outstanding on the date this Agreement, and (z) such shares, if any, as may be issued pursuant to, or upon the exercise of any option granted under, any stock option plan, restricted stock plan, stock purchase plan or other plan or written agreement for the benefit of the Company's employees, directors, consultants or advisors, which plan or agreement is in effect on the date of this Agreement; (B) in the case of the issuance of Additional Shares of the Common Stock, in determining the consideration received for such shares, no deduction shall be made for any compensation or discount payable by the Company to underwriters or dealers or other expenses incurred by the Company in connection therewith; (C) in case any consideration to be received by the Company shall be deferred payments, the value of such deferred payments shall be discounted, based upon a simple interest calculation, at an interest rate equal to the Prime Rate published in the Money Rates Section of The Wall Street --------------- Journal on the Business Day last preceding the date of the issuance of ------- Additional Shares of Common Stock; (D) in case any consideration received by the Company shall consist of property other than cash, the amount of consideration received on account of such property shall be deemed to be the fair value of such property (y) as determined by the Board of Directors of the Company and approved by the holders of the Notes, representing at least two-thirds of the number of the Conversion Shares issuable upon the conversion thereof, or (z) as determined by an independent appraiser selected by the Board of Directors of the Company and whose selection shall have been approved by the holders referred to in the next preceding clause (y); and (E) in case the Company shall enter into any agreement or accept any subscription providing for the issuance of any Additional Shares of the Common Stock, or shall issue any options, warrants or rights, whether or not immediately exercisable, entitling the holders thereof to purchase any Additional Shares of the Common Stock or any securities or other instruments convertible into or exchangeable for Additional Shares of the Common Stock, or shall issue any security or other instrument entitling the holder thereof to convert or exchange the same into or for any Additional Shares of the Common Stock (each of the foregoing proceduresbeing hereinafter called an "issuance commitment"), ------------------- then such Additional Shares of the Common Stock shall be deemed as of the date on which such issuance commitment arises, to be outstanding and to be issued for a per share consideration determined (after taking into account any consideration received by the Company for such issuance commitment, and to be received by the Company upon the performance or, exercise thereof) on the basis of those assumptions as to the time and extent of performance or exercise of such issuance commitment as will result in the lowest per share consideration, and no further adjustment shall be made upon the actual issuance of any shares, securities or other instruments covered by such issuance commitment; provided, however, that in the event the Conversion Price shall have been reduced as a result of any issuance commitment; then (y) if such issuance commitment or any portion thereof shall lapse or terminate without any performance or exercise having occurred with respect thereto, the Conversion Price shall be forthwith readjusted to such Conversion Price as would have been applicable if such issuance commitment or portion thereof had not arisen and the Additional Shares of the Common Stock previously deemed outstanding with respect thereto shall be forthwith deemed no longer outstanding, and (z) if an increase shall occur in the consideration to be received by the Company upon the performance or exercise of any outstanding issuance commitment or any portion thereof, the Conversion Price shall be forthwith readjusted to such Conversion Price as would have been applicable had any reduction thereof on account of such outstanding issuance commitment or portion thereof been made on the basis that the consideration to be received by the Company upon the performance or exercise thereof had been such increased consideration; and further provided, if a decrease shall occur in the Series B Preferred Stock is held in global certificate formconsideration to be received by the Company upon the performance or exercise of any outstanding issuance commitment or any portion thereof, the Holder Conversion Price shall be forthwith adjusted to such Conversion Price as would have been applicable had any adjustment thereof on account of Shares such outstanding issuance commitment or portion thereof been made on the basis that the consideration to be received by the Company upon the performance or exercise thereof had been such decreased consideration. (vii) Except as otherwise provided in paragraph (b)of this Section 1B, the Conversion Price, as at any time in effect, shall not be increased by reason of Series B Preferred Stock must comply with any subsequent transaction or event. (viii) In the procedures event of DTC any adjustment in the Conversion Price, the Company shall promptly mail notice, postage prepaid, addressed to convert its beneficial interest in respect each holder of outstanding Notes, at such holder's address for notices hereunder, describing such adjustment and the basis and method of computing the same. The Company shall, at least 20 days prior to the date on which any readjustment of the Series B Preferred Stock represented by Conversion Price pursuant to clause (E) of paragraph (b)(vi) of this Section 1B can occur, similarly mail a global stock certificate notice describing such possible readjustment and the basis and method of computing the Series B Preferred Stocksame.

Optional Conversion. (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred StockThe Holder is entitled, at their its option, mayto convert, and sell on the same day or at any subsequent time, at any time and from time to time after such datecommencing sixty (60) days from the Closing, convert alluntil payment in full of this Debenture, but not less than allall or any part of the principal amount of the Debenture, of their outstanding Shares of Series B Preferred Stock plus accrued interest, into the Conversion Amount of Common Shares shares (the “Optional Conversion”"Conversion Shares") of the Company's common stock, par value US$.0001 per share ("Common Stock"). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office price per share (the "Conversion Price") equal to: the lesser of its transfer agent(a) an amount equal to $0.19 (the "Fixed Price") , or (b) an amount equal to eighty percent (80%) of the lowest daily closing bid price of the Company's Common Stock, as may be designated quoted by the Board of DirectorsBloomberg, the certificate or certificates, if anyLP, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that five (5) trading days immediately preceding the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(cConversion Date (as defined herein). Subparagraphs (a) and specifying (b) above are individually referred to as a "Conversion Price". As used herein, "Principal Market" shall mean The National Association of Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq SmallCap Market, or American Stock Exchange. If the name or names in which Common Stock is not traded on a Principal Market, the holder Closing Bid Price shall mean, the reported Closing Bid Price for the Common Stock, as furnished by the National Association of shares of Series B Preferred Stock wishes the certificate or certificatesSecurities Dealers, if anyInc., for the Common Shares applicable periods. No fraction of shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to be issuedthe nearest whole share. To convert this Debenture, if certificatedthe Holder hereof shall deliver written notice thereof, substantially in the form of Exhibit "A" to this Debenture, with appropriate insertions (the "Conversion Notice"), to the Company at its address as set forth herein. The date on upon which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock effective (the “Optional "Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A") reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at be the close date set forth in the Conversion Notice. Within three (3) days of business on receipt of a Conversion Notice from the Optional Holder, the Company may redeem any conversion for cash in lieu of issuing the Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateusing the Redemption Amount. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If At any time following the Initial Listing has not occurred as of March 31Original Issue Date, 2020 (the “Optional Trigger Date”), then, holders of Shares each holder of Series B C Preferred Stock, at their option, may, at any time and from time to time after such date, convert allStock shall have the right, but not less than allthe obligation, to elect to convert all or any portion of their outstanding Shares such holder’s shares of Series B C Preferred Stock into the Conversion Amount shares of Common Shares Stock, on the following terms and conditions (the any such conversion, an “Optional Conversion”). (iii) Following the Optional Trigger Date, Holders of Shares Any holder of Series B C Preferred Stock may elect to convert some all or all any portion of its shares of Series C Preferred Stock into that number of shares of Common Stock for each share of Series C Preferred Stock equal to the quotient of (A) the sum of (x) the Original Issue Date Price of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares share of Series B C Preferred Stock, plus (y) all accrued and unpaid Mandatory Cash Dividends on such share of Series C Preferred Stock as of the applicable Conversion Election Effective Date, divided by (B) the Conversion Price as of the applicable Conversion Election Effective Date, with fractional shares of Common Stock rounded up or down as provided in Section 6(c)(v) hereof. (ii) In order to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder effectuate an Optional Conversion of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B C Preferred Stock, the Corporation shall (A) reflect the issuance holder of such number of Common Shares shares shall submit a written notice to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and duly executed by such holder (B) deliver or cause a “Conversion Notice”), stating that such holder irrevocably elects to be delivered (i) certificates representing convert the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder shares of Shares of such Series B C Preferred Stock shall be entitledspecified in such Conversion Notice. This conversion An election to convert shares of Series C Preferred Stock pursuant to an Optional Conversion shall be deemed to have been made at as of the close of business following dates (the “Conversion Election Effective Date”): (A) on the date of receipt, with respect to any Conversion Notice received by the Corporation at or prior to 5:00 p.m., New York City time, on any Business Day, and (B) on the next Business Day following such receipt, with respect to any Conversion Notice received by the Corporation on a non-Business Day or after 5:00 p.m., New York City time, on any Business Day. The conversion of all shares of Series C Preferred Stock with respect to which an Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valueelection is made, and the person entitled issuance of all shares of Common Stock to receive the Common Shares be issued pursuant to such conversion, shall be treated for all purposes become effective as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing proceduresapplicable Conversion Election Effective Date. Within three (3) Business Days after the applicable Conversion Election Effective Date, the Corporation shall deliver to the applicable holder (or, if applicable, in the Series B Preferred name of such holder’s designee as stated in the Conversion Notice), by book-entry delivery, a number of shares of Common Stock equal to the number of shares to which such holder is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC entitled pursuant to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stocksuch Optional Conversion.

Optional Conversion. (i) If Upon delivery of the Initial Listing Conversion Notice attached hereto to the Company, the Holder has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stockright, at their the Holder’s option, may, at any time prior to payment in full of the principal balance of and from time to time after such dateaccrued interest on this Note, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares this Note, in accordance with the provisions described in of this Section 5(c) 4, in whole or in part (if in part, in principal amounts of no less than $100,000, and specifying the name or names in which the holder of $100,000 increments), into shares of Series B Preferred Stock wishes the certificate Company’s common stock, which are fully paid, nonassessable, fully registered and immediately transferable, subject only to compliance with all applicable securities laws and regulations. This Note, or certificatesany portion thereof, will be convertible into that number of fully paid and nonassessable shares of the Company’s common stock equal to (i) the principal amount of the Note being converted divided by (ii) the Conversion Price. Provided, however, Holder will only be able to convert the Note, or any portion thereof, into shares of the Company’s common stock if Holder’s total beneficial ownership of the Company’s common stock immediately after such conversion would be less than 4.9% of the Company’s then total number of issued and outstanding shares of common stock (nothing herein shall prevent Holder from entering into an agreement to sell all or a portion of the shares into which this Note would convert as long as the closing on any such sale occurs simultaneously with the conversion of the Note so that Holder’s percentage ownership of Company’s common stock never surpasses 4.9%). Notwithstanding the immediately preceding sentence, if any▇▇▇▇▇▇’s post-conversion beneficial ownership of the Company’s common stock would be five percent (5.0%) or greater, for Holder may convert the Common Shares to be issuedNote, or any portion thereof, if certificated. The date on which the Corporation (and only if) Holder has received fully disclosed any and all information, has executed any documents, and has taken all other steps, required by any applicable gaming agency or regulatory authority for holders of 5.0% or more of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock Company’s common stock (the “Optional Conversion DateDisclosure Requirements”). As promptly as practicable after , and agrees to make all such information available in the Optional Conversion Date future and to comply with respect to any Shares request of Series B Preferred Stock, the Corporation shall Company or any applicable gaming agency or regulatory authority or otherwise fully complies with (Aon a timely basis) reflect the issuance requirements of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver applicable gaming agency or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateregulatory authority. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. This Note may, at Holder’s option, be converted to either Common Stock or Equity Securities (defined below), as applicable, under the following circumstances and in the following manner: (a) At any time, all or any portion of the unpaid principal of this Note plus accrued and unpaid interest on this Note may, at Holder’s option, be converted into the most recently issued series of Preferred Stock at the conversion price of such series as of the date of such conversion. (b) If Company closes a Qualified Public Offering at any time up to and including the Target Date, all or any portion of the unpaid principal of this Note plus accrued and unpaid interest on this Note may, at Holder’s option, be converted at the closing of the Qualified Public Offering into shares of Common Stock at a conversion price equal to 90% of the initial public offering price per share at which such Common Stock was issued and sold to the public in such Qualified Public Offering. (c) If, after the original issuance of this Note, Company issues or sells any series of preferred stock of Company or any security convertible or exchangeable into or for preferred stock or similar securities of Company (“Equity Securities”) in a single transaction or a series of related transactions that results in aggregate proceeds to Company of at least Ten Million Dollars ($10,000,000.00) (without giving effect to the conversion of this Note or the exercise of the Warrant or the Option) (a “Qualified Financing”), all or any portion of the unpaid principal of this Note plus accrued and unpaid interest on this Note may be converted at the option of Holder of this Note at the closing of the Qualified Financing into the same class or series of Equity Securities as are issued and sold by Company in such Qualified Financing (or a class or series of Equity Securities identical in all respects to and ranking pari passu with the class or series of Equity Securities issued and sold in such Qualified Financing) at a price per share or unit equal to 90% of the lowest price per share or unit at which such Equity Securities were issued and sold in such Qualified Financing. The following Equity Securities shall not be deemed to be issued or sold as part of a Qualified Financing: (i) If Common Stock or options to purchase Common Stock issued, sold or granted pursuant to Company’s Equity Plans and Series 1 Plan as in effect on the Initial Listing has not occurred date of this Note; (ii) Common Stock issued upon conversion of shares of the Designated Preferred Stock outstanding as of March 31, 2020 the date of this Note; (iii) Equity Securities of Company issued pursuant to warrants outstanding as of the “Optional Trigger Date”), then, holders date of Shares this Note; or (iv) Common Stock issued and sold by Company in a single transaction or series of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less related transactions in which no Equity Securities other than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount shares of Common Shares (the “Optional Conversion”)Stock are issued or sold. (iid) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some On or all of such shares by surrendering immediately prior to the Corporation at its closing of any Extraordinary Transaction, all or any portion of the unpaid principal office or at the office of its transfer agent, as this Note plus accrued and unpaid interest on this Note may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied at the option of Holder, at or immediately prior to the closing of such Extraordinary Transaction into, at the further option of Holder, (i) the same class or series of Equity Securities as were issued and sold by Company in the most recent Qualified Financing or, if a written notice stating that Qualified Financing has not occurred, the Holder most recent transaction in which Company issued and sold Equity Securities other than this Note, the Warrant and the Option (or a class or series of Shares of Series B Preferred Stock elects Equity Securities identical in all respects to convert such Shares in accordance and ranking pari passu with the provisions described class of Equity Securities issued and sold in this Section 5(csuch Qualified Financing or other transaction) and specifying at a price per share or unit equal to the name conversion price then in effect for such series or names in which the holder class of Equity Securities or (ii) that number of shares of Series B Preferred Common Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the then issuable upon conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder shares or units of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateEquity Securities. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To provide the Executive both with an additional incentive to enhance the value of the Company's common stock for its shareholders and the opportunity to increase his retirement income if the value of the stock is enhanced, and to enable the Company to fix its exposure for the Supplemental Benefit for financial accounting purposes, the Company has offered the Executive the opportunity to elect, and the Executive hereby elects, to convert his right to receive the joint and survivor annuity described in subparagraph (i) If above into a phantom interest in the Initial Listing equivalent value of the Company's common stock. The parties agree that this conversion results in a credit to a book entry account for the Executive of 700,000 of its common shares, which has not occurred as been derived based on the estimated present value of March 31, 2020 such joint and survivor benefits (the “Optional Trigger Date”without regard to whether such benefits are currently vested), thenas calculated using as his covered compensation the Executive's total annual cash compensation to be provided under this Agreement (whether or not deferred) with the Annual Bonus component calculated solely at the target level of performance, holders and the current trading value of Shares the common stock. By reason of Series B Preferred Stocksuch election, at their optionin lieu of the joint and survivor benefits described in subparagraph (i) above, maythe Executive shall be entitled to receive a distribution, at any time and from time to time after such date, convert all, but not less than allon the Distribution Date, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of 700,000 shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all common stock multiplied by his vested percentage in respect of the surrendered certificate or certificates, if any, the notice relating to the conversion Supplemental Benefit. Such distribution shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly made as soon as practicable after the Optional Conversion Distribution Date (or such later date(s) as the Executive shall elect at least 13 months prior to the Distribution Date but in no more than 10 annual installments). The number of shares credited to the Executive's account under this subparagraph shall be adjusted to reflect any changes to the Company's capital structure in the same manner as if shares were actually issued to the Executive on March 9, 2000. The Company shall also credit the Executive's account with respect additinal amounts equivalent to any Shares and all dividends or distributions paid on its shares of Series B Preferred Stock, the Corporation shall common stock (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records same basis as though such shares had been outstanding on the record date for such dividend or distribution), with any such dividends or distributions deemed invested in additional shares of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business Company's common stock based on the Optional Conversion Date so that the rights average of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, high and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu low trading prices of the foregoing procedures, if stock on the Series B Preferred Stock day the dividend or distribution is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC payable to convert its beneficial interest in respect shareholders of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred StockCompany.

Optional Conversion. (i) If Subject to and upon compliance with the Initial Listing has not occurred as provisions of March 31the Indenture, 2020 (the “Optional Trigger Date”), then, holders Holder of Shares of Series B Preferred Stockthis Security is entitled, at their such Holder's option, may, at any time on or before the close of business on January 31, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and from time to time after such date, convert allincluding, but (unless the Company defaults in making the payment due upon redemption) not less than allafter, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date Redemption Date, to convert up to $1,215,924.60 in principal amount of this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at a conversion price equal to $3.30 in aggregate principal amount of Securities for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company, accompanied by written notice to the Company that the holder hereof elects to convert this Security and the portion hereof to be converted. Accrued and unpaid interest to the date of conversion will be payable by the Company to the holder. No payment or adjustment is to be made on conversion for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the transfer of substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount of securities, cash or other property received per share by a plurality of non-electing shares). The Securities are subject to redemption upon not less than 20 days' notice by mail, at any time on or after July 1, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed during the 3-month period beginning, Date Redemption Price ---- ---------------- July 1, 1999 105% October 1, 1999 104% January 1, 2000 103% May 1, 2000 102% August 1, 2000 101% and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to the Redemption Date. In the event of redemption or conversion of this Security in part only, a new Security or Securities for the unredeemed or unconverted portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof, with accrued and unpaid interest being carried forward to the replacement Security as such. The indebtedness evidenced by the Securities is, to the extent and in the manner provided in the Indenture, expressly subordinate and subject in right of payment to the prior payment in full of any Senior Indebtedness of the Company or provision for such payment, whether outstanding at the date of the Indenture or thereafter incurred (to the extent permitted in the Indenture), and each Holder of this Security, by such Holder's acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and authorizes and directs the Agent in such Holder's behalf to take such action as may be necessary or appropriate to effectuate such subordination and appoints the Agent such Holder's attorney-in-fact or any and all such purposes. In the event there shall occur any Change in Control (as defined in the Indenture) with respect to the Company, each Holder of Securities shall have the right, at such Holder's option, to require the Company to purchase on the Repurchase Date all or any part of such Holder's Securities at a Repurchase Price equal to the 100% of the principal amount on the Repurchase Date, together with accrued interest to the Repurchase Date and in the manner specified in the Indenture. If an Event of Default shall occur and be continuing, the principal of all the Securities and all other amounts due hereunder may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Agent with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of Shares this Security shall be conclusive and binding upon such Holder and upon all future Holders of Series B Preferred Stock as this Security and of any security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the shares being converted Indenture and no provision of this Security or of the Indenture shall cease except for alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of the conversion valueprincipal of (and premium, if any) and interest on this Security at the times, place and rate, and in the person entitled coin or currency (i.e., U.S. Dollars), herein prescribed or to receive convert this Security as provided in the Common Shares shall be treated Indenture. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for all purposes as having become registration of transfer at the record holder of those Common Shares at that time on that date. (iii) In lieu office or agency of the foregoing proceduresCompany, if duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Series B Preferred Stock is held in global certificate formCompany and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of Shares authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in denominations of Series B Preferred Stock must comply with $100,000 and any integral multiple thereof. As provided in the procedures Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of DTC Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to convert its beneficial interest cover any tax or other governmental charge payable in respect connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Agent and any agent of the Series B Preferred Stock represented Company or the Agent may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Agent nor any such agent shall be affected by a global stock certificate notice to the contrary. This Security shall be governed by the laws of the Series B Preferred StockState of New York (without reference to choice of law rules) and this Security is subject to that certain Purchase Agreement dated as of January 30, 1998, between the Company and BancBoston Investments, Inc. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the indenture.

Optional Conversion. (iA) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March 31this Article 6.1, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B any Preferred Stock, at their option, Share may, at the option of the holder, be converted at any time into fully-paid and from time to time after such date, convert all, but not less than all, non-assessable Common Shares based on the then-effective Conversion Price; provided that no Preferred Share shall be convertible under this paragraph (A) if both of their outstanding Shares the following are true: (a) any part of Series B Preferred Stock into the Conversion Redemption Amount (as defined below) associated with conversion of Common Shares such Preferred Share requires payment out of the capital of the Company other than from available profits or the proceeds of any fresh issue of shares made for purposes of such payment and (b) following the “Optional Conversion”)date on which the conversion is to be effected the Company would be unable to pay its debts as they fall due in the ordinary course of business. (iiB) Following the Optional Trigger Date, Holders The holder of any Preferred Shares of Series B Preferred Stock may who desires to convert some or all of such shares by surrendering to into Common Shares shall surrender the Corporation at its principal office certificate or certificates therefor, duly endorsed, at the office of its the Company or any transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, agent for the Shares of Series B Preferred Stock to be convertedShares, accompanied by a and shall give written notice stating to the Company at such office that the Holder of Shares of Series B Preferred Stock elects such holder has elected to convert such shares. Such notice shall state the number of Preferred Shares in accordance with being converted. Thereupon, the provisions described in this Section 5(c) Company shall promptly issue and specifying the name or names in which the deliver to such holder of shares of Series B Preferred Stock wishes the at such office a certificate or certificates, if any, certificates for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of holder is entitled. No fractional Common Shares of Series B Preferred Stock shall be entitled on the stock records issued upon conversion of the CorporationPreferred Shares, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Shares to which the Holder be so issued to a holder of converting Preferred Shares of (after aggregating all fractional Common Shares that would be issued to such Series B Preferred Stock holder) shall be entitledrounded to the nearest whole share (with one-half being rounded upward). This Such conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of the certificates representing the Preferred Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as having become the record holder of those such Common Shares at that time on that such date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March 31this Section 4, 2020 (the “Optional Trigger Date”), then, holders of Shares any shares of Series B A Convertible Preferred StockStock (including, at their optionwithout limitation, those shares for which a Redemption Notice has been delivered by the Corporation under Section 5 but which shares have not yet been redeemed) may, at any time and or from time to time at the option of the holder, be converted into fully paid and non-assessable shares of Common Stock. The number of shares of Common Stock to which a holder of Series A Convertible Preferred Stock shall be entitled upon such conversion shall be the product obtained by multiplying (A) the number of shares of Series A Convertible Preferred Stock being converted, by (B) [____] (the "Series A Conversion Rate"). [Note: In the version of the ------------------------ Certificate of Designation that will be in effect when the Plan is confirmed, the Series A Conversion Rate will be set so that the number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock (the "Underlying Shares") would represent fifteen percent (15%) of the shares of ----------------- Common Stock outstanding, as of the effective date of the Corporation's Plan, after such date, convert allgiving effect to the issuance of the Underlying Shares and any other securities of the Corporation to be issued under the Plan on the effective date of the Plan (other than securities issued or issuable in connection with a Conversion Event), but not without giving effect to any shares issued pursuant to the exercise of rights issued pursuant to the Corporation's Stockholder Protection Rights Agreement (the "Rights Agreement") or any shares, options, ---------------- warrants or other securities issued or to be issuable in connection with a Conversion Event (it being understood that a Conversion Event could occur before the effective date of the confirmed Plan and prior to the issuance of the Series A Convertible Preferred Stock). Each share of Common Stock issuable upon the exercise or conversion, as applicable, of an outstanding option, warrant or other security exercisable for or convertible into Common Stock (other than any option, warrant or other security issued or to be issuable in connection with a Conversion Event) with an exercise price or conversion price, as applicable, of less than allor equal to $0.85 per share of Common Stock shall be deemed outstanding for purposes of the above calculation; provided, however, that ----------------- rights issued or issuable pursuant to the Rights Agreement shall not be deemed outstanding for purposes of their outstanding the above calculation (it being understood that the holders of the Underlying Shares issuable upon conversion of the Series B A Convertible Preferred Stock into shall be entitled to receive rights pursuant to the Conversion Amount Rights Agreement to the extent that they would have been entitled to receive them pursuant to the Rights Agreement had they been holders of Common such Underlying Shares (during the “Optional Conversion”period from and after August 14, 2001 and prior to the issuance of the Series A Convertible Preferred pursuant to the Plan).] (ii) Following the Optional Trigger DateTo exercise conversion rights under this Section 4(a), Holders of Shares a holder of Series B A Convertible Preferred Stock may convert some to be so converted shall (a) surrender the certificate or all certificates representing the shares being converted to the Secretary of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be convertedoffice, accompanied by a evidence of proper assignment thereof to the Corporation and (b) shall give written notice stating to the Secretary of the Corporation at that the Holder of Shares of Series B Preferred Stock office that such holder elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying shares, such written notice to include the name or names (with address or addresses) in which the holder certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued and such holder's estimate of the number of shares of Common Stock issuable upon such conversion (a "Conversion Notice"). Should a ----------------- holder of Series B A Convertible Preferred Stock wishes wish to receive an electronic transmission of the shares of Common Stock issuable upon a conversion through the DTC's DWAC system pursuant to Section 10(d) in lieu of delivery of physical certificates, such holder shall (a) surrender the certificate or certificatescertificates representing the shares being converted to the appropriate department of the Corporation's transfer agent, if anyaccompanied by evidence of proper assignment thereof to the Corporation, (b) shall give written notice to the Corporation's transfer agent, with a copy to the Secretary of the Corporation, that such holder elects to convert such shares, such written notice to include a request that the delivery of the shares of Common Stock issuable upon such conversion be effected through the DWAC system, proper DWAC instructions to enable the Corporation's transfer agent to transmit the shares of Common Stock issuable upon such conversion to the proper DWAC account and such holder's estimate of the number of shares of Common Stock issuable upon such conversion (a "DWAC ---- Conversion Notice"), (c) comply with the requirements for transmissions ----------------- through the Common Shares to be issued, if certificatedDWAC system set forth in Section 10(d) and (d) comply with the reasonable and customary policies and procedures of the Corporation's transfer agent. The date on which when a Conversion Notice is delivered to the Corporation has received all of Corporation, or the surrendered date when a DWAC Conversion Notice is delivered to the Corporation's transfer agent, together with the certificate or certificatescertificates representing the shares of Series A Convertible Preferred Stock being converted, if any, the notice relating to the conversion shall be deemed the conversion date "Conversion ---------- Date" with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”)such shares. As promptly as practicable after the Optional ---- Conversion Date and in compliance with respect to any Shares of Series B Preferred Stockapplicable securities laws, the Corporation shall issue and shall deliver to the holder of the shares of Series A Convertible Preferred Stock being converted, a certificate or certificates in such denominations as such holder may request in writing for the number of full shares of Common Stock issuable upon the conversion of such shares of Series A Convertible Preferred Stock in accordance with the provisions of this Section 4, plus cash as provided in Section 4(g) below in respect of any fraction of a share of Common Stock issuable upon such conversion; provided, however, -------- ------- that in the case of a transmission through the DWAC system in which all of the conditions set forth in this Section 4 and in Section 10(d) have been met, the Corporation shall cause its transfer agent to deliver (Ain accordance with, and subject to the provisions of, Section 10(d)) reflect the number of full shares of Common Stock issuable upon the conversion of such shares of Series A Convertible Preferred Stock in accordance with the provisions of this Section 4 no later than the third trading day after the Conversion Date. In the event that the Corporation does not timely fulfill its obligation to cause its transfer agent to deliver the shares of Common Stock issuable upon the conversion of shares of Series A Convertible Preferred Stock pursuant to a DWAC Conversion Notice, the holder of the shares being converted may revoke the DWAC Conversion Notice at any time prior to the delivery or issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitledshares. This A conversion shall be deemed to have been made at effected immediately prior to the close of business on the Optional Conversion Date so that Date, and at such time the rights of the Holder holder as holder of Shares the converted shares of Series B A Convertible Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the or persons in whose name or names any certificate or certificates for shares of Common Shares Stock shall be treated for all purposes as having issuable upon such conversion shall be deemed to have become the holder or holders of record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder shares of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Common Stock represented by a global stock certificate of the Series B Preferred Stockthereby.

Optional Conversion. (ia) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March 31this Section 4.1(a) and subject to compliance with the requirements of the Law, 2020 (the “Optional Trigger Date”), then, holders of Shares of any Series B A-1 Senior Preferred Stock, at their option, Share may, at the option of the holder thereof, be converted at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully fully-paid and non-assessable Common Ordinary Shares based on the then-effective Series A-1 Conversion Price. (b) The holder of any Series A-1 Senior Preferred Shares who desires to convert such shares into Ordinary Shares shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Series A-1 Senior Preferred Shares, if then certificatedand shall give written notice to the Company at such office that such holder has elected to convert such shares. Such notice shall state the number of Series A-1 Senior Preferred Shares being converted. Thereupon, the Company shall promptly issue and deliver to such holder at such office a certificate or certificates for the number of Ordinary Shares to which the Holder holder is entitled. No fractional Ordinary Shares shall be issued upon conversion of the Series A-1 Senior Preferred Shares, and the number of Ordinary Shares to be so issued to a holder of Series A-1 Senior Preferred Shares upon the conversion of such Series B A-1 Senior Preferred Stock Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be entitledrounded to the nearest whole share (with one-half being rounded upward). This Such conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of the certificates representing the Series A-1 Senior Preferred Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person entitled to receive the Common Ordinary Shares issuable upon such conversion shall be treated for all purposes as having become the record holder of those Common such Ordinary Shares at that time on that such date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If At the Initial Listing has not occurred as option of March 31, 2020 (the “Optional Trigger Date”), then, holders holder of Shares of Series B Preferred Stock, at their option, maythis Note, at any time prior to the Authorized Shares Increase, any portion of this Note may be converted into: (A) a number of Shares determined by dividing the applicable principal amount and from time accrued interest of this Note being converted by $[___]2, up to time after such date, convert all, but not less than all, a number of their outstanding Shares equal to a number of Series B Preferred Stock into the Conversion Amount shares of Common Stock that represents such holder’s proportionate share (determined by reference to such holder’s Loan Amount relative to all other Note holders’ Loan Amounts) of 5,680,936 shares of Common Stock (which represents the Company’s authorized and unreserved shares of Common Stock as of the date of this Note), and (B) a Common Stock Purchase Warrant, in the form attached to the Agreement, to purchase a number of shares of Common Stock underlying such Common Stock Purchase Warrant determined by multiplying the number of Shares received pursuant to clause (A) of this sentence by 0.85, with such Common Stock Purchase Warrant to be issued to such holder on the date of the Authorized Shares Increase. Any conversion of a portion of this Note effected under this clause shall be referred to as a “Pre-Authorized Optional Conversion”). (ii) Following At the Optional Trigger Date, Holders option of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificatesthis Note, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable at any time after the Optional Conversion Date with respect to Authorized Shares Increase, any Shares portion of Series B Preferred Stock, the Corporation shall this Note may be converted into: (A) reflect the issuance of such a number of Common Shares to which determined by dividing the Holder applicable principal amount and accrued interest of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, this Note being converted by $[___] 3 and (B) deliver or cause a Common Stock Purchase Warrant, in the form attached to be delivered (i) certificates representing the Agreement, to purchase a number of shares of Common Stock underlying such Common Stock Purchase Warrant determined by multiplying the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Shares received pursuant to which the Holder clause (A) of Shares this sentence by 0.85. Any conversion of such Series B Preferred Stock a portion of this Note effected under this clause shall be entitled. This conversion shall be deemed referred to have been made at the close of business on the as a “Post-Authorized Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateConversion”. (iii) Following each Pre-Authorized Optional Conversion and Post-Authorized Optional Conversion, the aggregate principal amount of this Note shall be reduced by an amount equal to the applicable principal amount of this Note so converted in accordance with this Section 8. In lieu order to effectuate a conversion under this Section, the holder of this Note shall submit a written notice to the Company, duly executed by such holder and accompanied by this Note, stating that such holder irrevocably elects to convert the applicable principal amount and accrued interest of this Note specified in such conversion notice and, in connection with such conversion, the Company shall issue the Shares and the Common Stock Purchase Warrants to such holder in accordance with this Section 8. If a portion of the foregoing procedures, if the Series B Preferred Stock principal amount of this Note is held in global certificate formbeing converted, the Holder Company shall issue a replacement Note to the holder of Shares this Note representing the remaining principal amount of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stockthis Note that has not been converted.

Optional Conversion. (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at Each ▇▇ ▇▇▇▇▇▇ shall be entitled to convert any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to its CR Shares at any time, without the Corporation at its principal office or at the office payment of its transfer agentany additional consideration, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of into such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Class A Ordinary Shares per CR Share, determined as follows. The number of Class A Ordinary Shares to which a holder shall be entitled upon conversion of any CR Share shall be equal to the applicable Original Purchase Price for such CR Share Price divided by the then-effective applicable Conversion Price for such CR Share. The initial Conversion Price of each Series A Preferred Share shall be equal to the applicable Original Purchase Price for such Share. For the avoidance of doubt, the initial conversion ratio for CR Shares to Class A Ordinary Shares shall be 1:1, subject to adjustments of the Conversion Price, as set forth below, provided that the Conversion Price shall not be less than the par value of the Class A Ordinary Shares. Such conversion shall be effected by the redemption of the CR Shares each at the applicable Original Purchase Price, and the application of the proceeds thereof in consideration for the issue to the relevant holder of the appropriate number of Class A Ordinary Shares at the Conversion Price. All rights incidental to the CR Shares (including the rights to any declared but unpaid dividends) shall terminate automatically upon any conversion of such CR Shares into Class A Ordinary Shares. (ii) The ▇▇ ▇▇▇▇▇▇ who desires to convert its CR Shares into Class A Ordinary Shares shall surrender the certificate or certificates therefor (or an affidavit in respect of any lost certificates), duly endorsed, at the office of the Company or any transfer agent for the CR Shares, if then certificatedand shall give written notice to the Company at such office that such ▇▇ ▇▇▇▇▇▇ has elected to convert such CR Shares. Such notice shall state the number of the CR Shares being converted. Thereupon, the Company shall promptly (and in any event within five (5) Business Days) issue and deliver to such ▇▇ ▇▇▇▇▇▇ at such office a certificate or certificates for the number of Class A Ordinary Shares to which the Holder ▇▇ ▇▇▇▇▇▇ is entitled and shall update the register of members accordingly. No fractional Class A Ordinary Shares shall be issued upon conversion of the CR Shares, and the number of Class A Ordinary Shares to be so issued to a ▇▇ ▇▇▇▇▇▇ upon the conversion of such Series B Preferred Stock CR Shares (after aggregating all fractional Class A Ordinary Shares that would be issued to such holder) shall be entitledrounded to the nearest whole Class A Ordinary Share (with one-half being rounded upward). This Such conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of the certificates (or an affidavit in respect of any lost certificates) representing the CR Shares to be converted and when the register of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuemembers is updated, and the person holder entitled to receive the Common Class A Ordinary Shares issuable upon such conversion shall be treated for all purposes as having become the record holder of those Common such Class A Ordinary Shares at that time on that such date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger a "Conversion Date”"), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by facsimile or electronic mail (or otherwise deliver), for delivery on or prior to 5:00 p.m., New York time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the "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 or destruction). The Holder may also indicate in a Conversion Notice the number of shares of Common Stock it seeks to receive upon conversion of any portion of this Note and the reduction of the Conversion Amount pursuant to such conversion shall be determined at the end of such Conversion Date by multiplying such number of shares of Common Shares Stock by the applicable Conversion Price. 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 first (1st) Business Day following the date of delivery 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 Company's transfer agent (the "Transfer Agent"). On or before the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date of delivery of a Conversion Notice (a "Share Delivery Date"), the Company shall (x) provided that the Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder's or its designee's balance account with DTC through its Deposit Withdrawal At Custodian system or (y) 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 CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This If this Note is physically surrendered for conversion shall be deemed to have been made at as required by Section 3(c)(iii) and the close outstanding Principal of business on this Note is greater than the Optional Conversion Date so that the rights Principal portion of the Holder Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after delivery of Shares of Series B Preferred Stock as this Note and at its own expense, issue and deliver to the shares being converted shall cease except for Holder a new Note (in accordance with Section 19(d)) representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time Stock on that date. (iii) In lieu the Conversion Date, if such day is a Business Day, and if not, then on the next Business Day, irrespective of the foregoing procedures, if date such shares of Common Stock are credited to the Series B Preferred Stock is held in global certificate form, Holder's account with DTC or the Holder date of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect delivery of the Series B Preferred Stock represented by a global stock certificate certificates evidencing such shares of Common Stock, as the case may be. ___________________________ 2 Insert the date that is six (6) months following the Issuance Date. 3 Insert the Weighted Average Price of the Series B Preferred StockCommon Stock for the five trading days immediately prior to signing definitive documents.

Optional Conversion. (i1) If Upon and subject to the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”terms and conditions set forth in this Section 5.1(d)(iii), then, the holders of Shares of Series B Preferred Stock, at their option, mayInterests shall have the right, at any time and from time to time after such datetime, to convert all, but not less than all, all or any of their outstanding Shares Preferred Interests into a number of Series B duly authorized and validly issued Common Interests per Preferred Stock into the Conversion Amount of Common Shares Interest (the “Optional ConversionConversion Rate”) that is equal to the quotient obtained by dividing (A) 50,000, by (B) the number of Preferred Interests issued and outstanding upon closing of the transactions contemplated in the Exchange Agreement, as reflected in the schedules to the Fourth Amended and Restated Agreement as in effect upon the closing of such transactions. The Conversion Rate shall be subject to adjustment pursuant to Section 5.1(d)(v). For the avoidance of doubt, the Company’s issued and outstanding equity interests as of immediately following the transactions contemplated by the Exchange Agreement consisted of 116,667 Common Interests and 50,000 Preferred Interests, which Preferred Interests were, at such time, convertible into 50,000 Common Interests that would represent, if such Preferred Interests were converted immediately after consummation of the transactions contemplated by the Exchange Agreement, thirty percent (30%) of the Common Interests issued and outstanding immediately after such conversion. (ii2) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, The conversion right provided for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c5.1(d)(iii) and specifying the name or names in which the may be exercised by any holder of shares the Preferred Interests by delivery of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the a notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock in writing (the “Optional Conversion DateNotice”)) to the Board in accordance with Section 15.1 hereof. The Optional Conversion Notice shall be signed by such holder or by its duly authorized attorney or agent and shall specify the number of Preferred Interests which the holder of Preferred Interests desires to have converted. (3) As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred StockDate, the Corporation Company shall (A) update the books and records of the Company to reflect the issuance of such number of Common Shares Interests issued to which each holder, as specified in the Holder of Shares of Series B Optional Conversion Notice. If less than all the Preferred Stock shall Interests held by a holder are to be entitled on converted, the stock books and records of the CorporationCompany shall be updated, and (B) deliver or cause as soon as practicable after the date of such conversion, to be delivered (i) certificates representing reflect the number of validly issuedPreferred Interests held by such holder that were not converted. (4) Each holder of Preferred Interests who elects to convert its Preferred Interests, fully paid and non-assessable Common Sharesin whole or in part, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at become the close holder of business record of the Common Interests into which such Preferred Interests are converted, for all purposes, on the date of receipt by the Company of a duly completed Optional Conversion Notice (the “Optional Conversion Date”) and, effective as of such date, the holder of the Preferred Interests shall cease to be registered as the holder of record of the Preferred Interests so converted. The holder of any Preferred Interests converted into Common Interests pursuant to this Section 5.1(d)(iii) shall not be entitled to the payment of Distributions payable solely to the holders of Preferred Interests declared or paid following the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as but shall instead be entitled to the shares being converted shall cease except for payment of Distributions payable to the right to receive the conversion value, and the person entitled to receive the holders of Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateInterests. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March 31this Section 5, 2020 (the “Optional Trigger Date”), then, holders any shares of Shares of Series B Convertible Preferred Stock, at their option, may, at the option of the holder, be converted at any time into fully-paid and from time nonassessable shares of Common Stock. The number of shares of Common Stock to time after such date, convert all, but not less than all, of their outstanding Shares which a holder of Series B A-1 Preferred Stock into shall be entitled upon conversion shall be the Conversion Amount of Common Shares (product obtained by multiplying the “Optional Conversion”Series A-1 Conversion Rate” then in effect (determined as provided in Section 5(b). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder number of shares of Series B A-1 Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedbeing converted. The date on number of shares of Common Stock to which the Corporation has received all a holder of the surrendered certificate or certificates, if any, the notice relating to the Series A-2 Preferred shall be entitled upon conversion shall be deemed the conversion date with respect to a Share product obtained by multiplying the “Series A-2 Conversion Rate” then in effect (determined as provided in Section 5(b)) by the number of shares of Series B A-2 Preferred being converted. The number of shares of Common Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares which a holder of Series B A-3 Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on upon conversion shall be the stock records of product obtained by multiplying the Corporation, and “Series A-3 Conversion Rate” then in effect (Bdetermined as provided in Section 5(b)) deliver or cause to be delivered (i) certificates representing by the number of validly issued, fully paid and non-assessable shares of Series A-3 Preferred being converted. The number of shares of Common Shares, if then certificated, Stock to which the Holder a holder of Shares of such Series B A-4 Preferred Stock shall be entitled. This entitled upon conversion shall be deemed to have been made at the close product obtained by multiplying the “Series A-4 Conversion Rate” then in effect (determined as provided in Section 5(b)) by the number of business on the Optional Conversion Date so that the rights of the Holder of Shares shares of Series B A-4 Preferred being converted. The number of shares of Common Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares which a holder of Series A-5 Preferred shall be treated for all purposes entitled upon conversion shall be the product obtained by multiplying the “Series A-5 Conversion Rate” then in effect (determined as having become provided in Section 5(b)) by the record number of shares of Series A-5 Preferred being converted. The number of shares of Common Stock to which a holder of those Common Shares at that time on that date. Series A-6 Preferred shall be entitled upon conversion shall be the product obtained by multiplying the “Series A-6 Conversion Rate” then in effect (iiidetermined as provided in Section 5(b)) In lieu by the number of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares shares of Series B A-6 Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stockbeing converted.

Optional Conversion. At any time after June 9, 2012 and prior to the Maturity Date (ias defined in the respective Secured Promissory Notes), up to Fifty Percent (50%) If of the Initial Listing has not occurred outstanding principal amount, the Exit Fee (as defined in the Promissory Notes), and all accrued interest under the Promissory Notes (collectively, the “Conversion Amount”) shall be convertible at the option of March 31Investor. Upon a conversion, 2020 the Investor shall receive that number of shares of the Company’s Common Stock as is determined by dividing the Conversion Amount by 0.75 (the “Optional Trigger DateConversion Price”). The Conversion Price reflects the reverse stock split set forth in the Merger Agreement, thenbut, holders in the event that any subsequent stock split or similar event takes place (or in the event that the Promissory Notes are converted prior to the consummation of Shares of Series B Preferred Stockthe reverse stock split contemplated by the Merger Agreement), at their option, may, at any time and from time appropriate adjustment will be made to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount Price. No fractional shares shall be issued upon conversion; in lieu of the Company issuing any fractional shares to Investor upon the conversion, the Investor shall receive one whole share of Common Shares (Stock for any fractional interest. Before Investor shall be entitled to convert this Note into shares of Common Stock under this section, it shall surrender the “Optional Conversion”applicable Promissory Note(s). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or duly endorsed, at the office of the Company and shall give written notice to the Company at its transfer agentprincipal corporate office, as may be designated by of the Board of Directorselection to convert the same pursuant to this Section, and shall state therein the certificate or certificates, if any, for the Shares of Series B Preferred Stock Conversion Amount to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) converted and specifying the name or names in which the holder certificate or certificates for shares of Common Stock are to be issued (the “Notice of Conversion”). Subject to the additional restrictions above, Investor may not tender a Notice of Conversion more than one time every thirty (30) days. The Company or the Company’s transfer agent shall, within five (5) business days after receive of a Notice of Conversion, issue and deliver at such office to Investor a certificate or certificates for the number of shares of Series B Preferred Common Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock Investor shall be entitled on upon conversion (bearing such legends as are required by applicable state and federal securities laws in the stock records opinion of counsel to the CorporationCompany), and together with a replacement Note (B) deliver if any principal amount, Exit Fee or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitledaccrued interest is not converted). This The conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that the rights date of receipt of the Holder Notice of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valueConversion, and the person Person or Persons entitled to receive the shares of Common Shares Stock upon such conversion shall be treated for all purposes as having become the record holder Investor or Investors of those such shares of Common Shares at that time on that Stock as of such date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March 31this Section 5, 2020 (the “Optional Trigger Date”), then, holders any shares of Shares of Series B Convertible Preferred Stock, at their option, may, at the option of the holder, be converted at any time into fully-paid and from time nonassessable shares of Common Stock. The number of shares of Common Stock to time after such date, convert all, but not less than all, of their outstanding Shares which a holder of Series B A-1 Preferred Stock into shall be entitled upon conversion shall be the Conversion Amount of Common Shares (product obtained by multiplying the “Optional Conversion”Series A-1 Conversion Rate” then in effect (determined as provided in Section 5(b). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder number of shares of Series B A-1 Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedbeing converted. The date on number of shares of Common Stock to which the Corporation has received all a holder of the surrendered certificate or certificates, if any, the notice relating to the Series A-2 Preferred shall be entitled upon conversion shall be deemed the conversion date with respect to a Share product obtained by multiplying the “Series A-2 Conversion Rate” then in effect (determined as provided in Section 5(b)) by the number of shares of Series B A-2 Preferred being converted. The number of shares of Common Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares which a holder of Series B A-3 Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on upon conversion shall be the stock records of product obtained by multiplying the Corporation, and “Series A-3 Conversion Rate” then in effect (Bdetermined as provided in Section 5(b)) deliver or cause to be delivered (i) certificates representing by the number of validly issued, fully paid and non-assessable shares of Series A-3 Preferred being converted. The number of shares of Common Shares, if then certificated, Stock to which the Holder a holder of Shares of such Series B A-4 Preferred Stock shall be entitled. This entitled upon conversion shall be deemed to have been made at the close product obtained by multiplying the “Series A-4 Conversion Rate” then in effect (determined as provided in Section 5(b)) by the number of business on the Optional Conversion Date so that the rights of the Holder of Shares shares of Series B A-4 Preferred being converted. The number of shares of Common Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares which a holder of Series A-5 Preferred shall be treated for all purposes entitled upon conversion shall be the product obtained by multiplying the “Series A-5 Conversion Rate” then in effect (determined as having become provided in Section 5(b)) by the record holder number of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares shares of Series B A-5 Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stockbeing converted.

Optional Conversion. (i) If On or after the Initial Listing has not occurred as six (6) month anniversary of March 31the Effective Date of this Amendment, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, Holder may, at any time and from time to time after such date, convert all, but that is not less than allten (10) days prior to the Maturity Date, deliver a dated and signed notice to the Company (a “Conversion Notice”), a copy of which is attached to this Amendment as Exhibit A, of their its election to convert some or all of the outstanding Shares Principal Amount and accrued but unpaid interest into shares of Series B Preferred Stock into the Company’s common stock, $0.001 par value per share (“Common Stock”). The Holder shall have the right to deliver one (1) or more Conversion Amount of Common Shares (Notices to the “Optional Conversion”Company in accordance with this Section 1(e). (ii) Following The number of shares of Common Stock that shall be issuable upon any conversion pursuant to a Conversion Notice shall equal the Optional Trigger Date, Holders number derived by dividing the amount of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating Principal Amount and accrued but unpaid interest that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the to Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion DateAmount”)) by the Conversion Price. As promptly The Conversion Price shall be determined as practicable after follows: (1) If the Optional Company has completed the listing of its Common Stock on The NASDAQ Capital Market (the “Uplist”) prior to the date of the Conversion Date with respect to any Shares of Series B Preferred StockNotice, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock Conversion Price shall be entitled an amount that is equal to 80% of the average reported closing price of the Common Stock on The NASDAQ Capital Market, calculated using the (5) trading days immediately following the Uplist. (2) If the Uplist has not occurred prior to the date of the Conversion Notice, the Conversion Price shall be an amount that is equal to 80% of the average reported closing price of the Common Stock on the stock records OTCQB Venture Marketplace, calculated using the (5) trading days immediately preceding the date of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateNotice. (iii) In lieu The Conversion Notice shall be deemed delivered to the Company on a date based on the form of delivery, in each case in accordance with Section 7. (iv) The issuance of shares Common Stock and delivery of certificates representing such shares shall be made promptly following the Company’s receipt of the foregoing proceduresConversion Notice, if and without charge to the Series B Preferred Holder. Immediately upon the issuance of shares of Common Stock is held in global certificate formpursuant to a Conversion Notice, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect Principal Amount of the Series B Preferred Stock represented by a global stock certificate Debenture shall be automatically amended to subtract the Principal Amount of the Series B Preferred StockDebenture converted, as set forth on such Conversion Notice. (v) If a timely Conversion Notice is not received by the Company, the Debenture shall be subject to repayment as set forth in Section 1(a). If a Conversion Notice is received by the Company after the deadline for such notice, the Company may, in its sole discretion, waive the deadline for such notice, or deem the Debenture to be subject to repayment as set forth in Section 1(a). (vi) Immediately upon the satisfaction of the Principal Amount and all interest due under the Debenture, whether such satisfaction is by conversion, repayment, or a combination of both, the Debenture and any and all obligations of the Company thereunder, including the Pledge Agreement, shall be automatically terminated.”

Optional Conversion. (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares Each share of Series B A-1 Preferred StockStock shall be convertible, at their optionthe option of the Holder thereof, mayin minimum increments of 5,000 shares and even multiples thereof (or, if the aggregate amount of shares of Series A-1 Preferred Stock any such Holders is less than 5,000 shares, then all of such shares), at any time time, and from time to time after time, into (i) the number of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock equal to the Conversion Rate in effect as of the Optional Conversion Date plus (ii) cash in lieu of fractional shares, as set forth in Section 12(b); provided that in no event shall additional shares of Class A Common Stock be issued if doing so would result in a violation of applicable NASDAQ Listing Rules; provided, further, that in such dateinstance, convert all, but not less than all, of their outstanding Shares the Company shall take commercially reasonable efforts to effect the issuance in compliance with applicable NASDAQ Listing Rules. Any Unpaid Dividends on such shares of Series B A-1 Preferred Stock as of such Optional Conversion Date will be paid (A) in cash or, (B) at the option and in the sole discretion of the Company, in the form of additional shares of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock at the Conversion Price then in effect; provided that such issuance of additional shares of Class A Common Stock would not result in a violation by the Company of any applicable NASDAQ Listing Rules. In order to convert shares of Series A-1 Preferred Stock into shares of Class A Common Stock pursuant to this Section 7(a), the Conversion Amount of Common Shares (Holder must surrender the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares certificates representing such shares of Series B A-1 Preferred Stock may convert some (or, if such certificate or all of such shares by surrendering certificates have been lost, stolen, or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be convertedCompany), accompanied by a transfer instruments reasonably satisfactory to the Company, to the principal office of the Company (or such other place mutually acceptable to the Holder and the Company), together with written notice stating that the such Holder of Shares of Series B Preferred Stock elects to convert all or such Shares number of shares represented by such certificates as specified therein. With respect to a conversion pursuant to this Section 7(a), the date of receipt of such certificates, together with such notice by the Company or (in accordance with the provisions described in this Section 5(cimmediately preceding sentence) and specifying its authorized agent will be the name or names in which the holder date of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (a) The Investor may, at its discretion any time prior to the Maturity Date, convert the Principal Amount, in whole or in part, plus any accrued, unpaid interest due under this Note (together, the “Converted Amount”) into Common Stock of the Company at a conversion price of $0.14, such that upon conversion of the Converted Amount, the Investor shall receive the number of shares of Common Stock equal to the quotient of (i) If the Initial Listing has not occurred as of March 31Converted Amount, 2020 (the “Optional Trigger Date”)divided by, then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following $0.14. Before the Optional Trigger DateInvestor shall be entitled to convert this Note, Holders in whole or in part, into shares of Shares of Series B Preferred Common Stock may convert some or all of such shares by surrendering to hereunder, the Corporation at its principal office or Investor shall surrender this Note, duly endorsed, at the office of the Company (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note), and shall give written notice to the Company at its transfer agentprincipal corporate office, of the election to convert the same pursuant to this section, and shall state the Converted Amount and the name in which the certificate for shares of Common Stock are to be issued. The Company shall, as may soon as practicable thereafter, issue and deliver at such office to the Investor (i) a certificate for the number of shares of Common Stock to which the Investor shall be designated entitled upon conversion of the Converted Amount (bearing such legends as are required by the Board Note Purchase Agreement and applicable state and federal securities laws in the opinion of Directorscounsel to the Company), (ii) a new note, bearing the certificate or certificates, if anysame terms as this Note, for the Shares amount of Series B Preferred Stock the remainder of the Principal Amount not elected to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, converted (if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock ) (the “Optional Conversion DateRemainder Amount”). As promptly as practicable after the Optional Conversion Date with respect to , and (iii) any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares other securities and property to which the Holder Investor is entitled upon such conversion under the terms of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitledthis Note. This The conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuethis Note, and the person Person entitled to receive the shares of Common Shares Stock upon such conversion shall be treated for all purposes as having become the record holder of those such shares of Common Shares at that time on that Stock as of such date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as Each whole share of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of this Series B Preferred Stockmay be converted, at their option, maythe option of the holder, at any time and from time to time after such datetime, into fully-paid and non-assessable shares of Common Stock; provided, a holder's right to so convert all, but not less than all, of their outstanding Shares shares of Series B A Preferred Stock into shall terminate as to shares thereof that are redeemed by the Corporation on the redemption date therefor as provided in and subject to the terms and conditions of paragraph 7 hereof. The number of shares of Common Stock to which the holder of each share of this Series shall be entitled upon conversion shall be the product obtained by multiplying the number of whole shares of this Series to be converted by the Conversion Amount Rate. The "Conversion Price" shall be $2.25 [or if the offering price is lower, such lower amount] initially, subject to adjustment as provided in paragraph 5(e). The "Conversion Rate" shall be determined by dividing the sum of Common Shares ($2.25 [or if the “Optional Conversion”)offering price is lower, such lower amount] plus all accrued and unpaid dividends by the Conversion Price. (ii) Following A holder of shares of this Series desiring to convert all or a portion of the Optional Trigger Date, Holders whole shares of Shares of this Series B Preferred Stock may convert some or all of owned by such shares by surrendering holder shall give written notice thereof to the Corporation at its principal office or at Corporation. Such notice shall be accompanied by certificates, duly endorsed for conversion, evidencing the office number of its transfer agentwhole shares of this Series such holder desires to convert, as may be designated by the Board of Directors, the certificate or certificatestogether with cash, if any, required by subparagraph 5(c) hereof. The Corporation will, as soon as practicable thereafter, deliver to such holder or to such holder's nominee or nominees, a certificate or certificates for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder appropriate number of shares of Series B Preferred Stock wishes Common Stock, together with cash, as provided in subparagraph 5(d), with respect to any fractional shares otherwise issuable upon conversion and, in the event of a partial conversion, a certificate or certificatesrepresenting the balance, if any, for of the Common Shares to be issued, if certificated. The date on which the Corporation has received all whole shares of this Series represented by the surrendered certificate or certificates but not converted to Common Stock. (iii) If a holder has delivered notice to the Corporation of its desire to convert all or a portion of its shares of this Series, and certificates, duly endorsed for conversion in respect of such shares and cash, if any, the notice relating required by subparagraph 5(c) hereof, then all shares of this Series so tendered to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at be no longer outstanding and, notwithstanding the failure of the Corporation to issue the Common Stock, such holder shall be deemed, for all purposes to be a holder of the number of shares of Common Stock into which the shares of this Series such holder is entitled to receive pursuant to the terms of this paragraph 5, in each case as of the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the date on which such conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datenotice is delivered. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at At any time and from time to time after such date, convert all, but not less than all, the earlier of their outstanding Shares (A) the approval by the stockholders of the Corporation of an amended and restated certificate of incorporation of the Corporation which provides for a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the shares of Series B A Preferred Stock or (B) an event occurring in accordance with the terms set forth in Section 7(c) (either (A) or (B), the “Conversion Period”)all or any portion of the Series A Preferred Stock held by any Holder may be converted into shares of duly authorized, validly issued, fully-paid and non-assessable share of Common Stock (each an “Underlying Share”) at a rate of 5,097.053 shares of Common Stock per share of Series A Preferred Stock to be converted by such Holder, as adjusted pursuant to Section 8(c). The number of Underlying Shares into which each share of Series A Preferred Stock is convertible, as adjusted from time to time in accordance with this Section 8, is referred to herein as the “Conversion Number.” A Holder may convert Series A Preferred Stock into Common Stock pursuant to this paragraph at any time, and from time to time by delivering to the Corporation during the Conversion Amount Period (i) a written notice of Common Shares the election to convert executed by the Holder (the “Optional Notice of Conversion”). (ii) Following , specifying the Optional Trigger Date, Holders number of Shares shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred the Common Stock wishes deliverable upon conversion shall be registered, and the certificate or certificatesaddress of the named person, and (ii) the original certificate(s), if any, for evidencing the Common Shares to be issued, if certificatedSeries A Preferred Stock being converted. The “Conversion Date,” or the date on which an optional conversion shall be deemed effective, shall be defined as the first Trading Day on which the Corporation has received all each of (i) if applicable, the original certificates (if any) representing the shares of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stockbeing converted, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporationduly endorsed, and (Bii) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional accompanying Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateNotice. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (ia) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March 31this Section 6, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B any Preferred Stock, at their option, Share may, at the option of the Preferred Shareholders, be converted at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully fully-paid and non-assessable Common Ordinary Shares pursuant to Section 6.01(b) below. Upon such conversion, all preference rights attached to such Preferred Shares shall be automatically terminated (b) The Preferred Shareholder who desires to convert such Preferred Shares into Ordinary Shares shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Company or any transfer agent for the Preferred Shares, if then certificatedand shall give written notice to the Company at such office that such Preferred Shareholder has elected to convert such Preferred Shares. Such notice shall state the number of Preferred Shares being converted. Thereupon, the Company shall promptly issue and deliver to such Preferred Shareholder at such office a certificate or certificates for the number of Ordinary Shares to which the Holder Preferred Shareholder is entitled and shall promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Ordinary Shares (at the fair market value of Shares an Ordinary Share determined by the Board of Directors as of the date of such Series B conversion), any declared and unpaid dividends on the Preferred Stock shall Share being converted and (ii) in cash (at the fair market value of an Ordinary Share determined by the Board of Directors as of the date of conversion) the value of any fractional Ordinary Shares to which the Preferred Shareholder would otherwise be entitled. This Such conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of the certificates representing the Preferred Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person entitled to receive the Common Ordinary Shares issuable upon such conversion shall be treated for all purposes as having become the record holder of those Common such Ordinary Shares at that time on that such date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (ia) If Holders of Class A Common Stock shall have the Initial Listing has not occurred as of March 31right, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, exercisable at any time and from time to time after to convert all or any of such dateClass A Common Stock into Common Stock at a conversion rate of one share of Common Stock for each share of Class A Common Stock so converted, convert allsubject to adjustment (the "Conversion Rate"). Upon conversion, no adjustment or payment will be made for distributions, but not less than allif any holder surrenders Class A Common Stock for conversion after the close of business on the record date for the payment of a dividend or distribution and prior to the opening of business on the related payment date of such dividend or distribution then, notwithstanding such conversion, the dividend or distribution payable on such payment date will be paid to the registered holder of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”)such shares on such record date. (iib) Following Any holder of one or more shares of Class A Common Stock electing to convert such share or shares shall deliver the Optional Trigger Datecertificate or certificates therefor to the principal office of any transfer agent for the Common Stock, Holders with the form of Shares notice of Series B Preferred Stock may election to convert some as the Corporation shall prescribe fully completed and duly executed and (if so required by the Corporation or all any conversion agent) accompanied by instruments of such shares by surrendering transfer in form satisfactory to the Corporation at its principal office or at the office of its transfer and to any conversion agent, as may be designated duly executed by the Board registered holder or his duly authorized attorney, and transfer taxes, stamps or funds therefor or evidence of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedpayment thereof. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date right with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shares shall be deemed to have been made exercised at the close date upon which the certificates therefor accompanied by such duly executed notice of business on the Optional Conversion Date election and instruments of transfer and such taxes, stamps, funds or evidence of payment shall have been so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuedelivered, and the person or persons entitled to receive the shares of the Common Shares Stock issuable upon such conversion shall be treated for all purposes as having become the record holder or holders of those such shares of the Common Shares Stock upon said date. (c) If a holder converts shares of Class A Common Stock, the Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issuance of shares of Common Stock upon the conversion. The holder, however, shall pay to the Corporation the amount of any tax which is due (or shall establish to the satisfaction of the Corporation payment thereof) if the shares are to be issued in a name other than the name of such holder and shall pay to the Corporation any amount required by the last sentence of subparagraph (3)(a) hereof. (d) The Corporation shall reserve and shall at all times have reserved out of its authorized but unissued Common Stock a sufficient number of shares of Common Stock to permit the conversion of the then outstanding Class A Common Stock. All Common Stock which may be issued upon conversion of Class A Common Stock shall be validly issued, fully paid and nonassessable, and not subject to preemptive or other similar rights. In order that the Corporation may issue Common Stock upon conversion of Class A Common Stock, the Corporation will endeavor to comply with all applicable federal and state securities laws and will endeavor to list such Common Stock to be issued upon conversion on each securities exchange on which the Common Stock is listed. (e) The Conversion Rate in effect at any time shall be subject to adjustment from time to time as follows: (i) In case the Corporation shall (1) reclassify the outstanding Common Stock into shares of some other class or series of shares, (2) subdivide the outstanding Common Stock into a greater number of shares of Common Stock or (3) combine the outstanding Common Stock into a smaller number of shares of Common Stock, the conversion rate immediately prior to such action shall be adjusted so that the holder of any shares of Class A Common Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which he would have owned immediately following such action had such Class A Common Stock been converted immediately prior thereto. An adjustment made pursuant to this subparagraph (3)(e)(i) shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (ii) The Market Price per share of the Common Stock on any date shall be deemed to be the average of the daily closing prices for thirty consecutive trading days commencing forty-five (45) trading days before the date in question. The closing price for each day shall be the last reported sales price or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Stock is not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sale price of the Common Stock or, in case no reported sale takes place, the average of the closing bid and asked prices, on Nasdaq or any comparable system, or if the Common Stock is not quoted on Nasdaq or any comparable system, the closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by the Corporation for that datepurpose. (iii) In any case in which this subparagraph (3) shall require that an adjustment be made immediately following a record date, the Corporation may elect to defer (but only until five Business Days following the mailing of the notice described in subparagraph (3)(j)) issuing to the holder of any Class A Common Stock converted after such record date the Common Stock and other shares of capital stock of the Corporation issuable upon such conversion over and above the Common Stock and other shares of capital stock of the Corporation issuable upon such conversion only on the basis of the conversion rate prior to adjustment; and, in lieu of the foregoing procedures, if shares the Series B Preferred Stock issuance of which is held in global certificate formso deferred, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC Corporation shall issue or cause its transfer agents to convert its beneficial interest in respect issue appropriate evidence of the Series B Preferred right to receive such shares. (f) hundredth (1/100) of a share, as the case may be. (g) In the event that, as a result of an adjustment made pursuant to subparagraph (3)(e), the holder of any Class A Common Stock represented by a global thereafter surrendered for conversion shall become entitled to receive any shares of capital stock certificate of the Series B Preferred Corporation other than Common Stock, thereafter the number of such other shares so receivable upon conversion of any Class A Common Stock shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this subparagraph (3).

Optional Conversion. On or prior to the Maturity Date, all or a portion of the outstanding principal amount of this Note shall be convertible at the option of the Investor into that number of shares of the Company's Common Stock as is determined by dividing such principal amount by $0.25 per share (i) If the Initial Listing has not occurred as of March 31adjusted to reflect subsequent stock dividends, 2020 (the “Optional Trigger Date”stock splits, combinations or recapitalizations), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time subject to time after such date, adjustment per Section 7(c) below. Before Investor shall be entitled to convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock this Note into the Conversion Amount shares of Common Shares (Stock under this Section 7(a), the “Optional Conversion”). (ii) Following Investor shall execute and deliver to. the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering Company a common stock purchase agreement reasonably acceptable to the Corporation at its principal office or Company containing customary representations and warranties and transfer restrictions. In addition, before Investor shall be entitled to convert this Note: into shares of Common Stock under this Section 6(a), it shall surrender this Note, duly endorsed, at the office of the Company and shall give written notice to the Company at its transfer agentprincipal corporate office, as may be designated by of the Board election to convert the same pursuant to this Section, and shall state therein the amount of Directors, the certificate or certificates, if any, for the Shares unpaid principal amount of Series B Preferred Stock this Note to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) converted and specifying the name or names in which the holder certificate or certificates for shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver at such office to Investor a certificate or certificates for the number of shares of Series B Preferred Common Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock Investor shall be entitled on upon conversion (bearing such legends as are required by the common stock records of the Corporationpurchase agreement, and applicable state and federal securities laws in the opinion of counsel to the Company), together with a replacement Note (Bif any principal amount is not converted) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, any other securities and property to which Investor is entitled upon such conversion under the Holder terms of Shares of such Series B Preferred Stock shall be entitledthis Note, including a check payable to Investor for any cash amounts payable as described in Section 7(b). This The conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuethis Note, and the person Person or Persons entitled to receive the shares of Common Shares Stock upon such conversion shall be treated for all purposes as having become the record holder Investor or Investors of those such shares of Common Shares at that time on that Stock as of such date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (ia) If Holders of Class A Common Stock shall have the Initial Listing has not occurred as of March 31right, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, exercisable at any time and from time to time after to convert all or any of such dateClass A Common Stock into Common Stock at a conversion rate of one share of Common Stock for each share of Class A Common Stock so converted, convert allsubject to adjustment (the "Conversion Rate"). Upon conversion, no adjustment or payment will be made for distributions, but if any holder surrenders Class A Common Stock for conversion after the close of business on the record date for the payment of a dividend or distribution and prior to the opening of business on the related payment date of such dividend or distribution then, notwithstanding such conversion, the dividend or distribution payable on such payment date will be paid to the registered holder of such shares on such record date. (b) Any holder of one or more shares of Class A Common Stock electing to convert such share or shares shall deliver the certificate or certificates therefor to the principal office of any transfer agent for the Common Stock, with the form of notice of election to convert as the Corporation shall prescribe fully completed and duly executed and (if so required by the Corporation or any conversion agent) accompanied by instruments of transfer in form satisfactory to the Corporation and to any conversion agent, duly executed by the registered holder or his duly authorized attorney, and transfer taxes, stamps or funds therefor or evidence of payment thereof. The conversion right with respect to any such shares shall be deemed to have been exercised at the date upon which the certificates therefor accompanied by such duly executed notice of election and instruments of transfer and such taxes, stamps, funds or evidence of payment shall have been so delivered, and the person or persons entitled to receive the shares of the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of the Common Stock upon said date. (c) If a holder converts shares of Class A Common Stock, the Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issuance of shares of Common Stock upon the conversion. The holder, however, shall pay to the Corporation the amount of any tax which is due (or shall establish to the satisfaction of the Corporation payment thereof) if the shares are to be issued in a name other than the name of such holder and shall pay to the Corporation any amount required by the last sentence of subparagraph (3)(a) hereof. (d) The Corporation shall reserve and shall at all times have reserved out of its authorized but unissued Common Stock a sufficient number of shares of Common Stock to permit the conversion of the then outstanding Class A Common Stock. All Common Stock which may be issued upon conversion of Class A Common Stock shall be validly issued, fully paid and nonassessable, and not less than allsubject to preemptive or other similar rights. In order that the Corporation may issue Common Stock upon conversion of Class A Common Stock, of their the Corporation will endeavor to comply with all applicable federal and state securities laws and will endeavor to list such Common Stock to be issued upon conversion on each securities exchange on which the Common Stock is listed. (e) The Conversion Rate in effect at any time shall be subject to adjustment from time to time as follows: (i) In case the Corporation shall (1) reclassify the outstanding Shares of Series B Preferred Common Stock into shares of some other class or series of shares, (2) subdivide the Conversion Amount outstanding Common Stock into a greater number of shares of Common Shares Stock or (3) combine the “Optional Conversion”)outstanding Common Stock into a smaller number of shares of Common Stock, the conversion rate immediately prior to such action shall be adjusted so that the holder of any shares of Class A Common Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which he would have owned immediately following such action had such Class A Common Stock been converted immediately prior thereto. An adjustment made pursuant to this subparagraph (3)(e)(i) shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (ii) Following The Market Price per share of the Optional Trigger DateCommon Stock on any date shall be deemed to be the average of the daily closing prices for thirty consecutive trading days commencing forty-five (45) trading days before the date in question. The closing price for each day shall be the last reported sales price or, Holders in case no such reported sale takes place on such date, the average of Shares the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Stock is not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sale price of Series B Preferred the Common Stock or, in case no reported sale takes place, the average of the closing bid and asked prices, on Nasdaq or any comparable system, or if the Common Stock is not quoted on Nasdaq or any comparable system, the closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by the Corporation for that purpose. (iii) In any case in which this subparagraph (3) shall require that an adjustment be made immediately following a record date, the Corporation may elect to defer (but only until five Business Days following the mailing of the notice described in subparagraph (3)(j)) issuing to the holder of any Class A Common Stock converted after such record date the Common Stock and other shares of capital stock of the Corporation issuable upon such conversion over and above the Common Stock and other shares of capital stock of the Corporation issuable upon such conversion only on the basis of the conversion rate prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, the Corporation shall issue or cause its transfer agents to issue appropriate evidence of the right to receive such shares. (f) hundredth (1/100) of a share, as the case may be. (g) In the event that, as a result of an adjustment made pursuant to subparagraph (3)(e), the holder of any Class A Common Stock thereafter surrendered for conversion shall become entitled to receive any shares of capital stock of the Corporation other than Common Stock, thereafter the number of such other shares so receivable upon conversion of any Class A Common Stock shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this subparagraph (3). (h) The Corporation may make such increases in the Conversion Rate, in addition to those required by subparagraphs (3)(e), as is considered to be advisable in order that any event treated for federal income tax purposes as a distribution of shares or share rights shall not be taxable to the recipients thereof. (i) Whenever the Conversion Rate is adjusted, the Corporation shall promptly mail to all holders of record of Class A Common Stock a notice of the adjustment and shall cause to be prepared a certificate signed by a principal financial officer of the Corporation setting forth the adjusted Conversion Rate and a brief statement of the facts requiring such adjustment and the computation thereof; such certificate shall forthwith be filed with each transfer agent for the Class A Common Stock. (j) In the event that: (i) the Corporation takes any action which would require an adjustment in the Conversion Rate, or (ii) the Corporation consolidates or merges with, or transfers all or substantially all of its assets to, another corporation and shareholders of the Corporation must approve the transaction, a holder of Class A Common Stock may wish to convert some or all of such shares by surrendering into Common Stock prior to the Corporation at its principal office record date for, or at the office of its transfer agent, as may be designated by the Board of Directorseffective date of, the certificate transaction so that he may receive the rights, warrants, securities or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by assets which a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Common Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedon that date may receive. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred StockTherefore, the Corporation shall mail to holders of Class A Common Stock a notice stating the proposed record or effective date of the transaction, as the case may be. The Corporation shall mail the notice at least 10 days before such date; however, failure to mail such notice or any defect therein shall not affect the validity of any transaction referred to in clauses (Ai) reflect or (ii) of this subparagraph (3)(j). (k) If any of the issuance following shall occur, namely: (i) any reclassification or change of such number outstanding Common Stock issuable upon conversion of Class A Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or merger to which the Holder Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value, or as a result of Shares a subdivision or combination) in, outstanding Common Stock or (iii) any sale, transfer or lease of Series B Preferred all or substantially all of the property or business of the Corporation as an entirety, then the Corporation, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, sale, transfer or lease, provide in its charter document that each share of Class A Common Stock shall be entitled on convertible into the kind and amount of shares of stock records and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, sale, transfer or lease by a holder of the number of shares of Common Stock deliverable upon conversion of such shares of Class A Common Stock immediately prior to such reclassification, change, consolidation, merger, sale, transfer or lease. Such charter document shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this subparagraph (3). If, in the case of any such reclassification, change, consolidation, merger, sale, transfer or lease, the shares of stock or other securities and property (including cash) receivable thereupon by a holder of the Common Stock includes shares of stock or beneficial interest or other securities and property of a corporation or other entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, sale, transfer or lease, then the charter document of such other corporation shall contain such additional provisions to protect the interests of the holders of Class A Common Stock as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this subparagraph (3)(k) shall similarly apply to successive consolidations, mergers, sales, transfers or leases. No holder of Class A Common Stock will possess any preemptive rights to subscribe for or acquire any unissued shares of the Corporation (whether now or hereafter authorized) or securities of the Corporation convertible into or carrying a right to subscribe to or acquire shares of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. Each Holder will have the right (isubject to the Special Optional Redemption Right) If to convert some or all of the Initial Listing has not occurred as of March 31, 2020 Series B Preferred Stock held by such Holder (the “Optional Trigger DateConversion Right”), then, holders of Shares of Series B Preferred Stock, at their option, may, ) at any time and from time to time after into a number of shares of the Common Stock per share of the Preferred Stock to (x) the Liquidation Preference of such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares plus any accumulated and unpaid Dividends thereon (the “Optional Conversion”). (iiwhether or not authorized or declared) Following to, but excluding, the Optional Trigger Date, Holders of Shares of Conversion Date (unless the Optional Conversion Date is after a Dividend Payment Record Date and prior to the corresponding Dividend Payment Date for the Series B Preferred Stock may convert some or all of Stock, in which case no additional amount for such shares accumulated and unpaid dividends to be paid on such Dividend Payment Date shall be included) divided by surrendering (y) the Conversion Price. A Holder shall exercise its Optional Conversion Right by providing written notice to the Corporation at its principal office or at the office Company of its transfer agent, as may be designated by intent to convert and the Board number of Directors, the certificate or certificates, if any, for the Shares shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that converted (the Holder of Shares of Series B Preferred Stock elects to convert such Shares “Conversion Notice”). The Company shall fix the Optional Conversion Date in accordance with the provisions described in terms of this Section 5(c) Certificate of Designation and specifying notify the name converting Holder within a reasonable amount of time following the receipt of such H▇▇▇▇▇’s notice of conversion. For the avoidance of doubt, if, prior to the Optional Conversion Date, the Company has provided notice of its election to redeem some or names in which all of the holder of shares of Series B Preferred Stock wishes the certificate (whether pursuant to its Optional Redemption Right or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if anyits Special Optional Redemption Right), the notice relating to Holders will not have the conversion shall be deemed the conversion date Optional Conversion Right with respect to a Share such shares of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert any Conversion Amount (itogether with the Interest Conversion Amount, if applicable, and Make-Whole Conversion Amount relating to such Conversion Amount) If the Initial Listing has not occurred as into shares of March 31, 2020 Common Stock on any date (the a “Optional Trigger Conversion Date”), then, holders the Holder shall surrender such Debenture to either Trustee together with an executed notice of Shares of Series conversion in the form attached hereto as Exhibit B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional ConversionConversion Notice”) to the Company and the Trustees. On or before the first (1st) Trading Day following the date of receipt of the Debenture and a duly executed and complete Conversion Notice, the Company shall deliver (by e-mail if requested) (x) an acknowledgment of confirmation, in the form attached hereto as Exhibit B.II, of receipt of such Conversion Notice to the Company’s transfer agent (the “Transfer Agent”) and (y) if the Company elects to pay all or any portion of the Interest Conversion Amount and/or the Make-Whole Amount specified in such Conversion Notice in cash, written notice of such election by the Company to the Holder and the Trustees and the amount of such Interest Conversion Amount and/or Make-Whole Amount to be paid in cash (such specified amount is referred to herein as the “Cash Interest/Make-Whole Amount”). , provided that if the Company fails to deliver such written notice on or before the first (ii1st) Following Trading Day following the Optional Trigger Date, Holders date of Shares of Series B Preferred Stock may convert some or all receipt of such Conversion Notice, then the Company shall not be entitled to pay any portion of such Interest Conversion Amount and Make-Whole Amount in cash and such Interest Conversion Amount and Make-Whole Amount shall be converted into shares by surrendering of Common Stock in accordance with Section 3(b). On or before the second (2nd) Trading Day following the date of receipt of the Debenture and a duly executed and complete Conversion Notice, the Company shall (x) (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Corporation Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or upon the request of the Holder, 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 principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if anydesignee, for the Shares number of Series B Preferred shares of Common Stock to be converted, accompanied by a written notice stating that which the Holder shall be entitled or (3) deposit such number of Shares shares of Series B Preferred Common Stock elects to convert such Shares which the Holder shall be entitled with the Depositary in accordance with the provisions described requirements of such Depositary and (y) pay to the Holder the applicable Cash Interest/Make-Whole Amount in this Section 5(c) and specifying cash by wire transfer of immediately available funds to the name or names account specified in which writing in the holder of shares of Series B Preferred Stock wishes applicable Conversion Notice by the certificate or certificates, if any, for the Common Shares to be issued, if certificatedHolder. The date on which the Corporation has received all of the surrendered certificate Person or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Series 1 Debenture shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time Stock on that datethe Conversion Date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March 31, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect transmit by electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 4(e)(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 3rd Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Common Stock pursuant to the Securities 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 Shares Stock to which the Holder of Shares of Series B Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit and Withdrawal at Custodian service or (Y) 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 CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights Section 3(g) of the Holder Securities Purchase Agreement. If this Debenture is physically surrendered for conversion and the outstanding Principal of Shares this Debenture is greater than the Principal portion of Series B Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than 3 Business Days after receipt of this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time on that dateStock upon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.

Optional Conversion. (i) If Any Holder shall have the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stockright, at their its option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount of Common Shares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering prior to the Corporation at its principal office or at close of business on December 1, 1997, to convert, subject to the office terms and provisions of its transfer agent, as may be designated by the Board of Directorsthis ARTICLE THIRTEEN, the certificate principal amount of any Bond (or certificates, if any, for the Shares of Series B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all any portion of the surrendered certificate principal amount thereof that is $1,000 or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share an integral multiple of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A$1,000) reflect the issuance of into such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable shares of Common SharesStock (calculated as to each conversion to the nearest 1/100 of a share) as is equal to (i) the principal amount of the Bond or such portion divided by (ii) $5.00, if then certificatedsubject to adjustment as provided in SECTION 1303 (such price, as so adjusted, is referred to herein as the "Conversion Price"), except that (a) with respect to any Bond, or any portion thereof, which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion called for redemption pursuant to Paragraph 2 of the Bonds, such right shall be deemed to have been made terminate at the close of business on the Optional Conversion Redemption Date for such Bond, or such portion, unless in any such case the Company shall default in payment of the Redemption Price due upon such redemption and (b) 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 that to be converted, to the rights Trustee at its Corporate Trust Office any time during usual business hours, with the Option of the Holder to Elect Purchase/Conversion on the back of Shares the Bond completed and signed, accompanied (if so required by the Company) by a written instrument or 66 instruments of Series B Preferred Stock as transfer in form reasonably satisfactory to the shares being converted shall cease except for Trustee duly executed by the right Holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to receive SECTION 1306. For convenience, the conversion valueof all or a portion, as the case may be, of the principal amount of any Bond into Common Stock is hereinafter sometimes referred to as the conversion of such Bond. All Bonds surrendered for conversion shall be delivered to the Trustee for cancellation and canceled by it and, subject to the person next sentence, no Bond shall be issued in lieu thereof. In the case of any Bond that is converted in part only, upon such conversion the Trustee shall authenticate and deliver to the Holder thereof a new Bond or Bonds of authorized denominations equal in aggregate principal amount to the unconverted portion of the Bond surrendered. 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 date of conversion. The Company shall comply with all securities laws regulating the offer and delivery of shares of Common Stock upon conversion of Bonds and will use its best efforts to list such shares on each national securities exchange or national market system on which the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stocklisted or traded.

Optional Conversion. (ia) If At the Initial Listing has not occurred as option of March 31the holder thereof, 2020 (the “Optional Trigger Date”), then, holders of Shares each share of Series B A Preferred Stock, at their option, mayStock shall be convertible, at any time and or from time to time after prior to the close of business on the business day before any date fixed for redemption of such dateshare, convert all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount fully paid and nonassessable shares of Common Shares (the “Optional Conversion”)Stock as provided herein. (iib) Following the Optional Trigger Date, Holders of Shares Each holder of Series B A Preferred Stock may who elects to convert some the same into shares of Common Stock shall surrender the certificate or all of such shares by surrendering to the Corporation at its principal office or certificates therefor, duly endorsed, at the office of its the Company or any transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, agent for the Shares of Series B A Preferred Stock to be convertedor Common Stock, accompanied by a and shall give written notice stating to the Company at such office that the Holder of Shares of Series B Preferred Stock such holder elects to convert such Shares in accordance with the provisions described in this Section 5(c) same and specifying shall state therein the name or names in which the holder number of shares of Series B A Preferred Stock wishes being converted. Thereupon the Company shall promptly issue and deliver at such office to such holder a certificate or certificates, if any, certificates for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series B Preferred Stock shall be entitledholder is entitled upon such conversion. This Such conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that the rights date of such surrender of the Holder of Shares certificate or certificates representing the shares of Series B A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person entitled to receive the shares of Common Shares Stock issuable upon such conversion shall be treated for all purposes as having become the record holder of those such shares of Common Shares at that time Stock on that such date. (iii) In lieu . If a conversion election under this subsection 5.1 is made in connection with an underwritten offering of the foregoing proceduresCompany's securities pursuant to the Securities Act of 1933, if as amended, (which underwritten offering does not cause an automatic conversion pursuant to subsection 5.2 to take place) the conversion may, at the option of the holder tendering shares of Series B A Preferred Stock is held for conversion, be conditioned upon the closing with the underwriters of the sale of the Company's securities pursuant to such offering, in global certificate form, which event the Holder holders making such elections who are entitled to receive Common Stock upon conversion of Shares their Series A Preferred Stock shall not be deemed to have converted such shares of Series B A Preferred Stock must comply with until immediately prior to the procedures closing of DTC to convert its beneficial interest in respect such sale of the Series B Preferred Stock represented by a global stock certificate of Company's securities in the Series B Preferred Stockoffering.

Optional Conversion. (ia) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series B Preferred Stock, at their At Holder's sole and exclusive option, may, at any time and from time after the effective date of this Agreement or within three (3) business days following receipt of notice by the Company that it wishes to time after such dateexercise its prepayment rights set forth in Section 3, convert all, but not less than all, the outstanding principle balance due under the loan as of their outstanding Shares of Series B Preferred Stock into the Conversion Amount Date evidenced by this Agreement shall be convertible, without the payment of Common Shares any additional consideration by the Holder and at the option of the Holder, into shares of common stock of the Company. In the event the Holder elects to convert, Company shall issue the number of shares of common stock equivalent to the amount calculated by converting the outstanding principle balance and all unpaid and accrued interest due under the loan evidenced by this Agreement as of the Conversion Date into such shares of common stock at a price per share of $0.25. The outstanding principal shall continue to accrue interest, and Company shall be obligated to pay such interest, according to the terms and conditions of this Agreement until the Conversion Date (as defined below). All unpaid and accrued interest due under the “Optional Conversion”)loan as of the Conversion Date evidenced by this Agreement shall be paid in cash within three (3) business days from the Conversion Date. (iib) Following the Optional Trigger Date, Holders of Shares of Series B Preferred Stock may convert some or all of such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, In order for the Shares Holder to convert all Aggregate Principal Amounts owing under this Agreement into shares of Series B Preferred Stock to be convertedcommon stock of the Company, accompanied by Holder shall deliver a written notice stating to Company that the Holder of Shares of Series B Preferred Stock elects to convert such Shares in accordance with this Agreement. Any conversion made at the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all election of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as date Company is deemed to the shares being converted shall cease except for the right to receive the conversion valuehave received such notice, and the person Holder or its nominee or nominees entitled to receive the Common Shares shares of common stock of the Company shall be treated for all such purposes as having become the record holder or holders of those Common Shares at that time such shares of common stock on that datesuch date (the "Conversion Date"). Company shall have no obligation to issue any fractional shares upon conversion. Any fractional shares shall be rounded up to the nearest whole share. (iiic) In lieu The Company agrees (a) that the shares issuable upon conversion of this Agreement shall be "Registrable Securities" under the foregoing proceduresRegistration Rights Agreement (the "Registration Rights Agreement") between the Company and Holder, if the Series B Preferred Stock a copy of which is held in global certificate form, attached hereto and incorporated herein by reference as Exhibit A and (b) that the Holder shall have the rights and obligations of Shares of Series B Preferred Stock must comply with a Holder set forth on the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred StockRegistration Rights Agreement.

Optional Conversion. (i) If the Initial Listing has not occurred as of March 31, 2020 (the “Optional Trigger Date”), then, holders of Shares Each share of Series B A Preferred StockStock shall be convertible, at their option, maythe option of the Holder thereof, at any time time, and from time to time, including any time after such dateprior to a Mandatory Redemption, into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price. In order to convert all, but not less than all, of their outstanding Shares shares of Series B A Preferred Stock into the Conversion Amount shares of Common Shares Stock pursuant to this Section 7(a), the Holder must surrender the certificates (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of or if such Holder has so elected to hold its Series B A Preferred Stock may convert some or all of such in uncertificated book-entry shares by surrendering to with the Corporation at its principal office or at the office of its Company’s transfer agent, as may be designated by the Board then such uncertificated book-entry shares) representing such shares of DirectorsSeries A Preferred Stock (or, the if such certificate or certificatescertificates have been lost, if anystolen, for or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Shares of Series B Preferred Stock to be convertedCompany), accompanied by a transfer instruments reasonably satisfactory to the Company, at the principal office of the Company (or such other place mutually acceptable to the Holder and the Company), together with written notice stating that the such Holder of Shares of Series B Preferred Stock elects to convert all or such Shares number of shares represented by such certificates as specified therein. With respect to a conversion pursuant to this Section 7(a), the date of receipt of such certificates, together with such notice, by the Company or (in accordance with the provisions described in this Section 5(cimmediately preceding sentence) and specifying its authorized agent will be the name or names in which the holder date of shares of Series B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series B Preferred Stock (the an “Optional Conversion Date”). As promptly as practicable after In the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered event that (i) certificates representing the number a Holder transfers shares of validly issued, fully paid Series A Preferred Stock and non-assessable Common Shares, if then certificated, to which (ii) the Holder subsequently receives written notice from the Company that such transfer was not permitted by and in accordance with the Investment Agreement (a “Non-Compliant Transfer”), the shares so transferred shall be automatically converted into shares of Shares Common Stock at the Conversion Price in effect immediately prior to such transfer (in which case the date of such Series B Preferred Stock shall be entitled. This conversion transfer shall be deemed to have be the Conversion Date) if such shares are not transferred back to such Holder within 30 days of receiving the Company’s notice of Non-Compliant Transfer; provided that if at such time Holder is contesting in good faith the Company’s conclusion that such transfer was a Non-Compliant Transfer, no such conversion shall occur until such dispute has been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateresolved. (iii) In lieu of the foregoing procedures, if the Series B Preferred Stock is held in global certificate form, the Holder of Shares of Series B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series B Preferred Stock represented by a global stock certificate of the Series B Preferred Stock.