Common use of Optional Conversion Clause in Contracts

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall (A) 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 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice.

Optional Conversion. To (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert any all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount into of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of 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 A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series 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 A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on any 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 A Preferred Stock (a the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Holder Corporation shall (A) 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 reflect the 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 issuance 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 A Preferred Stock shall be entitled to on the 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 stock records of the Holder Corporation, and (B) deliver or its designee, for cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled which certificates entitled. This conversion shall not bear any restrictive legends unless required pursuant be deemed to rules and regulations have been made at the close of business on the Optional Conversion Date so that the rights of the Commission. If this Note is physically surrendered Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons person 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 such those Common Shares upon at that time on that date. (iii) In lieu of the transmission foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a Conversion Noticeglobal stock certificate of the Series A Preferred Stock.

Optional Conversion. To (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 any all, but not less than all, of their outstanding Shares of Series B Preferred Stock into the Conversion Amount into 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 any 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 (a the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series B Preferred Stock, the Holder Corporation shall (A) 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 reflect the 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 issuance 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 to on the 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 stock records of the Holder Corporation, and (B) deliver or its designee, for cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares Shares, if then certificated, to which the Holder of Shares of such Series B Preferred Stock shall be entitled which certificates entitled. This conversion shall not bear any restrictive legends unless required pursuant be deemed to rules and regulations have been made at the close of business on the Optional Conversion Date so that the rights of the Commission. If this Note is physically surrendered 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 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons person 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 such those Common Shares upon at that time on that date. (iii) In lieu of the transmission 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 Conversion Noticeglobal stock certificate of the Series B Preferred Stock.

Optional Conversion. To convert At any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt time on or prior to 11:59 p.m.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, New York Timehowever, 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 (as defined in the Note Purchase Agreement), or both, request conversion of their Notes on such the same date, any limitations on conversion shall be applied on a copy of an executed notice of conversion pro rata basis. In such case, the Investors may request, in the form attached hereto as Exhibit I (the “Conversion Notice”) to writing, that the Company and (B) if required by Section (3)(b)(iii), surrender this Note to call a nationally recognized overnight delivery service for delivery to special meeting of the stockholders of the Company (or an indemnification undertaking reasonably satisfactory specifically for the purpose of increasing the number of authorized shares of Common Stock to cover the Company with respect to this Note in remaining portion of the case of its lossNotes outstanding, theft or destruction). On or before as well as the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required maximum issuances contemplated pursuant to the Exchange Act or other applicable lawCompany’s 2004 Equity Compensation Plan, rule or regulation for within 90 calendar days after the settlement Company’s receipt of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (Investors’ written request. Notwithstanding the “Share Delivery Date”)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: (X1) if legends promptly after the date on which a request for conversion, for which there are not required sufficient shares available to be placed on certificates effect such conversion, is received by the Company, or (2) the book-entry position time 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 next shareholder meeting. The number of shares of Common Shares to which the Holder Stock that this Note may be converted into shall be entitled determined by dividing the principal amount then outstanding by the Conversion Price at the time of conversion. If the Investor elects to convert this Note on demand, it shall provide the Company with written notice of its election at least one (1) day prior to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if date selected for conversion, by submission of the Transfer Agent is not participating in notice of conversion attached as Exhibit A hereto. Upon conversion, the DTC Fast Automated Securities Transfer Program, issue and Investor shall deliver to the address as specified in Company the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal original of this Note is greater than (or a notice to the Principal portion of effect that the Conversion Amount being convertedoriginal Note has been lost, then stolen or destroyed and an agreement reasonably acceptable to the Company shall as soon as practicable and whereby the holder agrees to indemnify the Company from any loss incurred by it in no event later than three (3) Business Days after receipt connection with this Note). However, upon such conversion of this Note and at its own expenseNote, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated deemed converted and of no further force and effect, whether or not the Note is delivered for all purposes cancellation as set forth in the record holder or holders preceding sentence. If there shall occur a Change of such Common Shares Control, the Company shall give written notice to the Investor at least five (5) days prior to any closing thereof and the Investor’s election to convert this Note shall be conditional upon the transmission of a Conversion Noticeconsummation thereof.

Optional Conversion. To convert any Conversion Amount a Preferred Share into shares of Common Shares Stock on any date after the Closing Date (a “Conversion Date”), the a Holder shall deliver (A) transmit by email (via, electronic mail or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion of the Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and Corporation. Within three (B3) if required by Section (3)(b)(iii)Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company Corporation the original certificates representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note the Preferred Shares in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Corporation shall transmit by electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Corporation’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the Securities Exchange Act of 1934, (the “Exchange Act”) or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Shares Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DateDeadline”), the Company Corporation shall (X1) 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 The Depository Trust Company's Corporation’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 such Holder shall be entitled to the such Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission system at Custodian system, or (Y2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate or book-entry positioncertificate, registered in the name of the such Holder or its designee, for the number of shares of Common Shares Stock to which the such Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commissionentitled. If this Note is physically surrendered the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion and the outstanding Principal of this Note pursuant is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall Corporation shall, as soon as practicable and in no event later than three (3) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver to the holder such Holder (or its designee) a new Note Preferred Share Certificate representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Shares upon Stock on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert At any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt time on or prior to 11:59 p.m.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, New York Timehowever, 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 such the same date, any limitations on conversion shall be applied on a copy of an executed notice of conversion pro rata basis. In such case, the Investors may request, in the form attached hereto as Exhibit I (the “Conversion Notice”) to writing, that the Company and (B) if required by Section (3)(b)(iii), surrender this Note to call a nationally recognized overnight delivery service for delivery to special meeting of the stockholders of the Company (or an indemnification undertaking reasonably satisfactory specifically for the purpose of increasing the number of authorized shares of Common Stock to cover the Company with respect to this Note in remaining portion of the case of its lossNotes outstanding, theft or destruction). On or before as well as the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required maximum issuances contemplated pursuant to the Exchange Act or other applicable lawCompany’s 2004 Equity Compensation Plan, rule or regulation for within 90 calendar days after the settlement Company’s receipt of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (Investors’ written request. Notwithstanding the “Share Delivery Date”)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: (X1) if legends promptly after the date on which a request for conversion, for which there are not required sufficient shares available to be placed on certificates effect such conversion, is received by the Company, or (2) the book-entry position time 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 next shareholder meeting. The number of shares of Common Shares to which the Holder Stock that this Note may be converted into shall be entitled determined by dividing the principal amount then outstanding by the Conversion Price at the time of conversion. If the Investor elects to convert this Note on demand, it shall provide the Company with written notice of its election at least one (1) day prior to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if date selected for conversion. Upon conversion, the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and Investor shall deliver to the address as specified in Company the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal original of this Note is greater than (or a notice to the Principal portion of effect that the Conversion Amount being convertedoriginal Note has been lost, then stolen or destroyed and an agreement reasonably acceptable to the Company shall as soon as practicable and whereby the holder agrees to indemnify the Company from any loss incurred by it in no event later than three (3) Business Days after receipt connection with this Note). However, upon such conversion of this Note and at its own expenseNote, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated deemed converted and of no further force and effect, whether or not the Note is delivered for all purposes cancellation as set forth in the record holder or holders preceding sentence. If there shall occur a Change of such Common Shares Control, the Company shall give written notice to the Investor at least five (5) days prior to any closing thereof and the Investor’s election to convert this Note shall be conditional upon the transmission of a Conversion Noticeconsummation thereof.

Optional Conversion. To convert Each holder of Preference Shares shall have the right, at its option, at any Conversion Amount time and from time to time, to convert, subject to the terms and provisions of this clause 13, any or all of such holder’s Preference Shares into Common such number of fully paid and non-assessable Ordinary Shares on any date as is equal to the product of (a “Conversion Date”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 Holder shall “Conversion Price” and such quotient in subclause (A) transmit by email (or otherwise deliverii), for receipt on or prior to 11:59 p.m.the “Conversion Ratio”). At the option of the Company, New York Time, on such date, a copy any accrued and unpaid dividends as of an executed notice the date of conversion in respect of the form attached hereto as Exhibit I 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 “Conversion Notice”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 agency of the Company as the Company may designate by notice in writing to the holders of Preference Shares), accompanied by written notice that the holder elects to convert such Preference Shares and specifying the name or names (with address) in which a certificate or certificates for Ordinary Shares are to be issued and (B) if so required by Section (3)(b)(iii), surrender this Note to the Company) by a nationally recognized overnight delivery service for delivery to the Company (written instrument or an indemnification undertaking instruments of transfer in form reasonably satisfactory to the Company with respect to this Note in duly executed by the case of holder or its lossduly authorized legal representative and transfer tax stamps or funds therefor, 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 if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Exchange Act or other applicable law, rule or regulation Company for cancellation and cancelled by it. As promptly as practicable after the settlement surrender of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”)any Preference Shares, the Company shall (Xsubject to compliance with the applicable provisions of federal and state securities Laws) 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing of such Preference Shares so surrendered, certificate(s) evidencing the outstanding Principal not number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. The Person or Persons entitled Upon registration in the register of members of the Company (which shall be subject to receive surrender of such share certificates) to reflect the Common conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon a such conversion of this Note shall be treated for all purposes as the holder of record holder or holders of such Common Ordinary Shares upon on such date, notwithstanding that the transmission of a Conversion Noticecertificates evidencing such Ordinary Shares shall not then be actually delivered to such person.

Optional Conversion. To convert any Conversion Amount into shares of Common Shares Stock on any date (a “Conversion Date”), the Holder shall (A) 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 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 first (3rd1st) 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 of Common Stock or the book-entry position of the shares of Common Shares Stock and provided that the Transfer Agent is participating in the Depository Trust Company's ’s (“DTC”) Fast Automated Securities Transfer (“FAST”) Program, instruct such transfer agent to credit such aggregate number of shares of Common Shares Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder shall be entitled which certificates or statements of book-entry shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. Following the delivery of a Conversion Notice, the Company shall not deliver any Advance Notice (as defined in the EPFA (as defined below)) on or prior to the applicable Share Delivery Date, without the prior written consent of the Holder in its sole discretion. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note representing the outstanding Principal (and 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 the record holder or holders of such shares of Common Shares Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into Common Ordinary Shares on any date (a “Conversion Date”), the Holder shall (A) 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 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 (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 Ordinary Shares and provided that the Company’s U.S. transfer agent (the “Transfer Agent Agent”) is participating in the Depository Trust Company's ’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Ordinary Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (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 positioncertificate, registered in the name of the Holder or its designee, for the number of Common Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders beneficial owner of such Common Ordinary Shares upon by the Company, with respect to any dividend or other distributions payable on the Ordinary Shares with a record date between the date of transmission of a Conversion Notice and the issuance of the relevant Ordinary Shares issuable pursuant to such Conversion Notice. In connection with any conversion of a Conversion Amount into Ordinary Shares on a Conversion Date, the Company shall, on the relevant Share Delivery Date, set off (verrekenen) its debt under the Note to pay such Conversion Amount against its receivable from the Holder to pay up in full, and satisfy the issue price, for the relevant Ordinary Shares issuable upon such conversion (and, for that purpose, such issue price shall be the same amount as the Conversion Amount).

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”)a) In addition to and without limiting the rights of the holder of this Option under the terms of this Option, such holder shall have the Holder shall (A) 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 form attached hereto as Exhibit I right (the “"Conversion Notice”Right") to convert this Option or any portion thereof into shares of Common Stock as provided in this Section 16 at any time from and after the Company Effective Date and (B) if required by Section (3)(b)(iii)to and including the Expiration Date, surrender this Note to a nationally recognized overnight delivery service for delivery subject to the Company (or an indemnification undertaking reasonably satisfactory to restrictions set forth in Section 5. Upon exercise of the Company Conversion Right with respect to a particular number of shares subject 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) Option (the “Share Delivery Date”"Converted Option Shares"), 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder 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 hereinafter defined) of the Converted Option Shares by the Market Price of a single share of Common Stock, determined in each case as of the close of business on the Conversion Date (as hereinafter defined). The "Net Value" of the Converted Option Shares shall be 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 a Net Value below $100. No fractional shares shall be issuable upon exercise of the 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 this Option an amount in cash equal to the fair market value of the resulting fractional share. (b) The Conversion Right may be exercised by the holder of this Option by the surrender of this Option at the principal office of the Company together with a written statement specifying that the 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 paragraph (a) above as the Converted Option Shares) in exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company of this Option together with the 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 Common Stock issuable upon exercise of the Conversion Right, together with a check in payment of any fractional share and, in the case of a partial exercise, a new Note representing option evidencing the outstanding Principal not converted. The Person or Persons entitled shares remaining subject to receive this Option, shall be issued as of the Common Shares issuable upon a conversion Conversion Date and shall be delivered to the holder of this Note shall be treated for all purposes as Option within 7 days following the record holder or holders of such Common Shares upon the transmission of a Conversion NoticeDate.

Optional Conversion. To convert At any Conversion Amount into Common Shares on time and from time to time, any date (a “Conversion Date”), the Holder shall have the right, at its option, to convert all or any portion of the shares of Series B Preferred Stock (A) transmit by email (including all accrued dividends paid or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy payable in shares of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company Series B Preferred Stock 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 any fraction of a Conversion Notice (or share) held by 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 Holder into 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 shares of fully paid and nonassessable Common Shares to which Stock as equals the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or product of (Yi) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares shares of Series B Preferred Stock to which be converted by such Holder and (ii) the quotient of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional conversion of Series B Preferred Stock shall be deemed to have been effected as of the close of business on the 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 holder of such Series B Preferred Stock as such Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion cease 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled in whose name or names any certificate or certificates for shares of Common Stock are to receive the Common Shares issuable be issued upon a such conversion of this Note shall be treated for all purposes as deemed to have become the record holder or holders of record of the shares of Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series B Preferred Stock is to be made in connection with a public offering other than a Qualified Public Offering or a Sale of the Corporation other than a Qualified Sale of the Corporation, such Common Shares conversion may, at the election of the Holder, be conditioned upon the transmission consummation of a Conversion Noticethe 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. To convert Before any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy holder of an executed notice of conversion in the 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 Series D Preferred Stock shall be entitled to convert shares of Series D Preferred Stock into shares of Common Stock, the Holder's 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, and shall give written notice to the Corporation at its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system principal corporate office, of the election to convert the same and shall state therein the name or (Y) if names in which the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Programcertificate 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 address as specified in the Conversion Noticenominee or nominees of such holder, a certificate or book-entry position, registered in the name of the Holder or its designee, certificates for the number of shares of Common Shares Stock to which the Holder such holder shall be entitled which certificates as aforesaid. Such conversion shall not bear any restrictive legends unless required pursuant be deemed to rules and regulations have been made immediately prior to the close of business on the date of such surrender of the Commission. If this Note is physically surrendered for conversion shares of the Series D Preferred Stock to be converted, 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 to the holder a new Note representing the outstanding Principal not converted. The Person person or Persons persons entitled to receive the shares of Common Shares Stock issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of 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 the option of any holder tendering shares of Series D Preferred Stock for conversion, be conditioned upon the transmission closing of the sale of securities pursuant to such offering, in which event such holder shall not be deemed to have converted shares of Series D Preferred Stock until immediately prior to the closing of such sale of securities. At least ten (10) days prior to the occurrence of a Conversion NoticeTriggering Event, the Corporation shall notify each holder of Series D Preferred Stock in writing of such Triggering Event. If the conversion is in connection with a Triggering Event, the conversion may, at the option of any holder tendering shares of Series D Preferred Stock 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 closing of such Triggering Event.

Optional Conversion. The Holder is entitled, at its option, to convert at any time and from time to time after ninety (90) days from the Closing Date, until payment in full of this Debenture, all or any part of the principal amount of the Debenture, plus accrued interest, into shares (the "Conversion Shares") of 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 120% of the closing bid price on the Closing Date of the Common Stock 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 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 Stock is not traded on a Principal Market, the Closing Bid Price shall mean, the reported Closing Bid Price for the Common Stock, as furnished by the National Association of Securities Dealers, Inc., for the 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 the nearest whole share. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”)this Debenture, the Holder hereof shall (A) transmit by email (or otherwise deliver)deliver written notice thereof, for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion substantially in the form attached hereto as of Exhibit I "A" to this Debenture, with appropriate insertions (the “"Conversion Notice”) "), to the Company and at its address as set forth herein. The date upon which the conversion shall be effective (Bthe "Conversion Date") if required by Section (3)(b)(iii), surrender this Note shall be deemed 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 be 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified set forth in the Conversion Notice, a certificate provided that the Company or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of transfer agent delivers the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three Shares within ten (310) Business Days business days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice. If such Conversion Shares are not delivered within such ten (10) business day period, the Conversion Date shall be the date such shares are actually delivered to the Holder. The "Closing Date," as used in this document, is the date of the Company filing a registration statement with the SEC to including the Conversion Shares in such registration.

Optional Conversion. To convert any Conversion Amount into Common Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (A) transmit by email (whether via electronic mail or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed conversion notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if Company. If required by Section (3)(b)(iii3(c)(iii), within two (2) Trading Days following a conversion of this Note, the Holder shall 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 destructiondestruction as contemplated by Section 18(b)). On or before the third first (3rd1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery DateDeadline”), the Company shall (XI) 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 The Depository Trust Company's ’s (“DTC”) Fast Automated Securities Transfer ProgramProgram (“FAST”), instruct such transfer agent to credit such aggregate number of Common Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the Holder's ’s (or its designee's balance ’s) account with DTC through its Deposit Deposit/Withdrawal Agent Commission system at Custodian system, or (YII) if the Transfer Agent is not participating in FAST, upon the DTC Fast Automated Securities Transfer Programrequest of the Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate or book-entry positioncertificate, registered in the name of the Holder (or its designee), for evidencing the number of Common Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commissionsuch conversion. If this Note is physically surrendered for conversion pursuant to 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 shall, as soon as practicable practicable, and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the 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 the record holder or holders of such Common Ordinary Shares upon on the transmission Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a Conversion Noticecontract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To Any holder of shares of Series E Preferred Stock shall have the right, at its option, at any time and from time to time prior to the Effective Time (as such term is defined in the Merger Agreement), to convert, subject to the terms and provisions of this Section 7 of Article V.C, 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 (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 agency of the Corporation as the Corporation may designate by notice in writing to the holders of shares of Series E Preferred Stock), accompanied by written notice that the holder elects to convert such 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 E Preferred Stock surrendered for conversion shall be delivered to the Corporation for cancellation and canceled by it. As promptly as practicable after the surrender of any Conversion Amount shares of Series E Preferred Stock, in any event within seven (7) days of the receipt of such certificates, the Corporation shall (subject to compliance with the applicable provisions of federal and state securities laws) deliver to the holder of such shares so surrendered certificate(s) representing the number of fully paid and nonassessable shares of Common Stock into Common Shares on any date (a “Conversion Date”which such shares are entitled to be converted. At the time of the surrender of such certificate(s), the Holder Person in whose name any certificate(s) for shares of Common Stock shall (A) transmit by email (or otherwise deliver), for receipt on or prior be issuable upon such conversion shall be deemed to 11:59 p.m., New York Time, be the holder of record of such shares of Common Stock on such date, a copy notwithstanding that the share register of an executed notice of conversion in the form attached hereto as Exhibit I (Corporation shall then be closed or that 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 certificates representing such Common Shares issuable pursuant Stock shall not then be actually delivered 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion NoticePerson.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall (A) 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 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 ’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (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 Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Shares Stock on any date (a “"Conversion Date”"), the Holder shall (A) transmit by email facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the Company and (B) if required by Section (3)(b)(iii4(b)(iv), surrender this Note 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 Note Debenture in the case of its loss, theft or destruction). On or before the third (3rd) Trading Business 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 Stock and provided that the Transfer Agent is participating in the Depository Trust Company's (“"DTC”") Fast Automated Securities Transfer Program (the “FAST Program”), instruct such transfer agent to credit such aggregate number of shares of Common Shares Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer FAST Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry positioncertificate, registered in the name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the 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 the Securities Act. If the Company determines that a restrictive legend is required in connection with any issuance of Common Stock pursuant to a Conversion Notice, the following legend shall appear on such certificate(s): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, WITH RESPECT TO WHICH THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Shares Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Each outstanding share of Junior Preferred Stock shall be converted into, subject to adjustment as set forth in Section 7(d) hereof, one fully paid and non-assessable share of Common Stock (such share-for-share conversion ratio, as adjusted from time to time, being hereinafter referred to as the "Conversion Amount into Common Shares Ratio") if the 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 any date (a “Conversion Date”)an equal basis such that, immediately following such conversion, each holder of Junior Preferred Stock will hold the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or same percentage of the issued and outstanding Junior Preferred Stock as it held immediately prior to 11:59 p.m., New York Time, on such date, a copy of an executed conversion. Following written notice of conversion in the 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 any 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”)election, the Company shall establish a record date for such conversion (X) if legends are not required to which shall be placed on certificates or no earlier than the book-entry position date of the Common Shares Company's receipt of such notice and provided 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 Transfer Agent is participating in issuance of certificates representing the Depository Trust Company's (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number shares of Common Shares to which the Holder Stock issued as a result of conversion (and any Junior Preferred Stock remaining outstanding after such conversion) shall be entitled effected in accordance with the procedures set forth in Section 7(c) hereof. Failure to give such notice to any such holder shall in no way affect the Holder's full or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Ypartial, as applicable, conversion of such Junior Preferred Stock into Common Stock. The conversion effected pursuant to this Section 7(a) if shall be deemed to have occurred on the Transfer Agent is not participating in record date established as set forth above and the DTC Fast Automated Securities Transfer Programshares of Junior Preferred Stock converted on such conversion shall be automatically converted at such time. Immediately following such conversion, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name rights of the Holder or its designee, for the number holders of Common Shares to which the Holder converted Junior Preferred Stock shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion cease 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons persons entitled to receive the Common Shares issuable Stock upon a the conversion of this Note Junior Preferred Stock shall be treated for all purposes as having become the record holder or holders owners of such Common Shares upon the transmission of a Conversion NoticeStock.

Optional Conversion. To convert any Conversion Amount a Preferred Share into shares of Common Shares Stock on any date (a “Conversion Date”), the a Holder shall deliver (A) transmit by email (or otherwise delivervia electronic mail), for receipt on or prior to 11:59 4:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if Company. If required by Section (3)(b)(iii4(c)(iii), within two (2) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note the Preferred Shares in the case of its loss, theft or destructiondestruction as contemplated by Section 21(b)). On or before the third first (3rd1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the Exchange 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 Shares Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DateDeadline”), the Company shall (X1) 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 The Depository Trust Company's ’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Shares Stock to which the such Holder shall be entitled to the such Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission system at Custodian system, or (Y2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate or book-entry positioncertificate, registered in the name of the such Holder or its designee, for the number of shares of Common Shares Stock to which the such Holder shall be entitled which certificates shall not bear any restrictive legends unless required entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note Section 4(c)(iii) is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than three five (35) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver to the holder such Holder (or its designee) a new Note Preferred Share Certificate (in accordance with Section 21(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In connection with any conversion of Preferred Shares upon by a Holder, the transmission number of a Preferred Shares converted by such Holder shall be deducted from the Installment Amount(s) of such Holder relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert Each share of Series B Preferred Stock may be converted at any Conversion Amount time from and after the Initial Issuance Date, at the option of the holder thereof, in the manner hereinafter provided, into fully-paid and nonassessable shares of Common Shares Stock, provided, however, that on any date (a “Conversion Date”)redemption of any Series B Preferred Stock or any liquidation of the Corporation, the Holder 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 Series B Preferred Stock, as the case may be (Aunless the Corporation defaults upon the payment due upon such redemption or liquidation). (a) transmit The applicable conversion rate ("Conversion Rate") and conversion price ("Conversion Price") of the Series B Preferred Stock from time to time in effect is subject to adjustment as hereinafter provided. The initial Conversion Rate shall be 500 shares of Common Stock for each one share of Series B Preferred Stock surrendered for conversion representing an initial Conversion Price (for purposes of Section 6) of $10.00 per share of Common Stock. Exercise of the conversion right set forth herein by email (the exercising holder shall not extinguish such holder's right to receive, and of the Corporation's obligation to pay, any and all accrued but unpaid dividends, whether or otherwise deliver)not declared, for receipt on or prior up to 11:59 p.m., New York Time, on such date, a copy of an executed notice and including the time of conversion in respect of any shares of Series B Preferred Stock then being converted. In the form attached hereto as Exhibit I event any such accrued but unpaid dividends are not paid at the time of such conversion, interest on the unpaid amount of such dividends shall continue to accrue at the rate of 12% per annum, compounded quarterly, until such amount is paid. (b) The Corporation shall not issue fractions of shares of Common Stock upon conversion of Series B Preferred Stock or scrip in lieu thereof. If any fraction of a share of Common Stock would, except for the “Conversion Notice”) provisions of this paragraph (b), be issuable upon conversion of any Series B Preferred Stock, the Corporation shall in lieu thereof pay to the Company person entitled thereto an amount in cash equal to such fraction multiplied by the Market Price of one share of Common Stock, calculated to the nearest one-hundredth (1/100) of 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 at his or its address appearing on the stock 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 notice required to be mailed and published under the provisions of paragraph 6(g) hereof. (Bd) In order to exercise the conversion privilege, the holder of record of any Series B Preferred Stock to be converted shall surrender his or its certificate or certificates therefor to the principal office of the transfer agent for the Series B Preferred Stock (or if no transfer agent is at the time appointed, then the Corporation at its principal office), and shall give written notice to the Corporation at such office that the holder elects to convert 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 Section (3)(b)(iii)the Corporation, surrender this Note to a nationally recognized overnight delivery service certificates surrendered for delivery to the Company (conversion shall be endorsed or an indemnification undertaking reasonably accompanied by written instrument or instruments of transfer, in form satisfactory to the Company with respect to this Note Corporation, duly authorized in the case of its loss, theft or destruction)writing. On or before the third (3rd) Trading Day following the The date of receipt of a Conversion Notice by the transfer agent (or such earlier date by the Corporation if the Corporation serves as required pursuant to its own transfer agent) of the Exchange Act or other applicable law, rule or regulation for certificates and notice shall be the settlement of a trade initiated on the applicable Conversion Date conversion date. As soon as practicable after receipt of such Common Shares issuable pursuant 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 Conversion Notice) (the “Share Delivery Date”)holder, the Company shall (X) if legends are not required to be placed or 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 shall be entitled to the Holder's his 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 Noticewritten order, a certificate or book-entry position, registered in the name of the Holder or its designee, certificates for the number of full shares of Common Shares to which Stock issuable on such conversion in accordance with the Holder 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 entitled which certificates shall not bear any restrictive legends unless required pursuant to rules outstanding reserve and regulations keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the CommissionSeries 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. If this Note is physically 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 outstanding Principal of this Note is greater than Corporation may from time to time take such appropriate action as may be necessary to reduce 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 to the holder a new Note representing the 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 the record holder or holders of such Common Shares upon the transmission of a Conversion Noticeauthorized Series B Preferred Stock accordingly.

Optional Conversion. To The holders of shares of Series B Preferred Stock shall have the right, at their option, to convert all (but not less than all) such shares into shares of Common Stock at any Conversion Amount into Common Shares on any date time (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or including immediately prior to 11:59 p.m.any liquidation, New York Time, dissolution or winding up of the affairs of the Corporation) on such date, a copy and subject to the following terms and conditions: (i) Each share of an executed notice Series B Preferred Stock shall be convertible into one share of conversion in the form attached hereto as Exhibit I Common Stock (herein called the “Conversion NoticeRatio”). The Conversion Ratio shall be adjusted in certain instances as provided in Section 5(a)(iv). (ii) In order to convert shares of Series B Preferred Stock, the holder thereof shall surrender at the office of the Corporation the certificate(s) therefor, duly endorsed or assigned to the Company Corporation or in blank, and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery give written notice to the Company Corporation at such office that he elects to convert such shares. (or an indemnification undertaking reasonably satisfactory iii) Shares of Series B Preferred Stock shall be deemed to have been converted immediately prior to the Company with respect to this Note in the case close 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 business on the applicable Conversion Date 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 of such Common Shares issuable pursuant to shares as a holder thereof shall cease and from and after such Conversion Notice) (time 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons person entitled to receive the Common Shares Stock issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares Stock. As promptly as practicable on or after the conversion date, the Corporation shall issue and deliver at such office a certificate or certificates for the number of full shares of Common Stock issuable upon the transmission 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. (iv) In the event the Corporation shall, at any time or from time to time after the Original Issue Date while the shares of Series B Preferred Stock remain outstanding, effect a subdivision (by any stock split, stock dividend, dividend of 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 NoticeRatio 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 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 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. The Holder is entitled, at its option, to convert at any time and from time to time after ninety (90) days from the Closing Date, until payment in full of this Debenture, all or any part of the principal amount of the Debenture, plus accrued interest, into shares (the "Conversion Shares") of 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 120% of the closing bid price on the Closing Date of the Common Stock 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 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 Stock is not traded on a Principal Market, the Closing Bid Price shall mean, the reported Closing Bid Price for the Common Stock, as furnished by the National Association of Securities Dealers, Inc., for the 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 the nearest whole share. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”)this Debenture, the Holder hereof shall (A) transmit by email (or otherwise deliver)deliver written notice thereof, for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion substantially in the form attached hereto as of Exhibit I "A" to this Debenture, with appropriate insertions (the “"Conversion Notice”) "), to the Company and at its address as set forth herein. The date upon which the conversion shall be effective (Bthe "Conversion Date") if required by Section (3)(b)(iii), surrender this Note shall be deemed 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 be 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified set forth in the Conversion Notice, a certificate provided that Forefront or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of transfer agent delivers the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three Shares within ten (310) Business Days business days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice. If such Conversion Shares are not delivered within such ten (10) business day period, the Conversion Date shall be the date such shares are actually delivered to the Holder. The "Closing Date," as used in this document, is the date of Forefront filing a registration statement with the SEC to including the Conversion Shares in such registration.

Optional Conversion. To (a) At the option of the holder thereof, each share of Series A Preferred Stock and Series B Preferred Stock shall be convertible, at any time, or from time to time, into fully paid and nonassessable shares of Common Stock as provided herein. (b) Each holder of Series A Preferred Stock and Series B Preferred Stock who elects to convert the same into shares of Common Stock shall surrender the certificate(s) therefor, duly endorsed, at the office of the Corporation or any Conversion Amount into transfer agent for the Series A Preferred Stock, Series B Preferred Stock or Common Shares on any date (a “Conversion Date”)Stock, the Holder and shall (A) 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 give written notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company Corporation at such office that such holder elects to convert the same and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to shall state therein 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 shares of Preferred Stock being converted. Thereupon the Holder Corporation 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, promptly issue and deliver at such office to the address as specified in the Conversion Notice, such holder a certificate or book-entry position, registered in the name of the Holder or its designee, certificate(s) for the number of shares of Common Shares Stock to which the Holder such holder is entitled upon such conversion. Such conversion shall be entitled which certificates shall not bear any restrictive legends unless required pursuant deemed to rules and regulations have been made immediately prior to fee close of business on the date of such surrender of the Commission. If this Note is physically surrendered for conversion certificate(s) representing the shares of Series A Preferred Stock and Series B Preferred Stock to be converted, 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons person entitled to receive the shares of Common Shares Stock issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Shares Stock on such date. If a conversion election under this Section 6.1 is made in connection with an underwritten offering of the Corporation’s securities, 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 for conversion, be conditioned upon the transmission closing with the underwriters of a Conversion Noticethe sale of the Corporation’s securities pursuant to such offering, in which event the holders making such election who are entitled to receive Common Stock upon conversion of their Series A Preferred Stock and Series B Preferred Stock shall not be deemed to have converted such shares of Series A Preferred Stock and Series B Preferred Stock until immediately prior to the closing of such sale of the Corporation’s securities in fee offering.

Optional Conversion. To (i) Subject to and in compliance with the provisions of this Article 6A(iii)(4)(a) and subject to complying with the requirements of the Statute, each Preferred Share may, at the sole option of the holder thereof, be converted at any time and from time to time after the relevant Original Issue Date into fully paid and nonassessable Common Shares based on the then-effective applicable Conversion Price in accordance with this Article 6A(iii)(4). (ii) Any Preferred Shareholder who desires to convert any Conversion Amount its Preferred Shares into Common Shares on shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any date (a “Conversion Date”)transfer agent for the Preferred Shares, the Holder and shall (A) 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 give written notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and 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 (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (whether all or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destructionsome only). 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”)Thereupon, the Company shall (X) if legends are not required to be placed on certificates or the book-entry position promptly record such conversion in its register of the Common Shares Members 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to such Preferred Shareholder at the address as specified in the Conversion Notice, by such Preferred Shareholder a certificate or book-entry position, registered in the name of the Holder or its designee, certificates for the 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 retained by such Preferred Shareholder. No fractional Common Shares shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations issued upon conversion of the Commission. If this Note is physically surrendered for conversion Preferred Shares, and the outstanding Principal number of this Note is greater than Common Shares to be so issued to a Preferred Shareholder upon the Principal portion conversion of the Conversion Amount Preferred Shares (after aggregating all fractional Common Shares that would be issued to such Preferred Shareholder) shall be rounded to the nearest whole share (with one-half being rounded upward). Such conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates representing the Preferred Shares to be converted, then and 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 holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Noticeon such date.

Optional Conversion. To convert any Conversion Amount into Common Ordinary Shares on any date (a “Conversion Date”), the Holder shall (A) 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 form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii4)(b)(iii), surrender this Note 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 Note 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 (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 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 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 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 positioncertificate, registered Ordinary Shares in the name of the Holder or its designee, for the number of Common Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Ordinary Shares issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such Common Ordinary Shares upon the transmission of a 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 relevant Debenture(s) to pay such Conversion Amount against its receivable from the Holder to pay up in full, and satisfy the issue price, for the relevant Ordinary Shares issuable upon such conversion (and, for that purpose, such issue price shall be the same amount as the Conversion Amount).

Optional Conversion. To convert any Conversion Amount into shares of Common Shares Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by email facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii4(b)(iv), surrender this Note 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 Note Debenture in the case of its loss, theft or destruction). On or before the third (3rd) Trading Business 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 of Common Stock pursuant to the book-entry position of the Common Shares Securities Purchase Agreement and provided that the Transfer Agent is participating in the Depository Trust Company's ’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Shares Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (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 positioncertificate, registered in the name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations Section 2(g) of the CommissionSecurities Purchase Agreement. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Shares Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”)a) In addition to and without limiting the rights of the holder of this Option under the terms of this Option, such holder shall have the Holder shall (A) 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 form attached hereto as Exhibit I right (the “"Conversion Notice”Right") to convert this Option or any portion thereof into shares of Common Stock as provided in this Section 14 at any time from and after the Company Effective Date and (B) if required by Section (3)(b)(iii)to and including the Expiration Date, surrender this Note to a nationally recognized overnight delivery service for delivery subject to the Company (or an indemnification undertaking reasonably satisfactory to restrictions set forth in Section 4. Upon exercise of the Company Conversion Right with respect to a particular number of shares subject 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) Option (the “Share Delivery Date”"Converted Option Shares"), 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder 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 hereinafter defined) of the Converted Option Shares by the Market Price of a single share of Common Stock, determined in each case as of the close of business on the Conversion Date (as hereinafter defined). The "Net Value" of the Converted Option Shares shall be 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 a Net Value below $100. No fractional shares shall be issuable upon exercise of the 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 this Option an amount in cash equal to the fair market value of the resulting fractional share. (b) The Conversion Right may be exercised by the holder of this Option by the surrender of this Option at the principal office of the Company together with a written statement specifying that the 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 paragraph (a) above as the Converted Option Shares) in exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company of this Option together with the 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 Common Stock issuable upon exercise of the Conversion Right, together with a check in payment of any fractional share and, in the case of a partial exercise, a new Note representing option evidencing the outstanding Principal not converted. The Person or Persons entitled shares remaining subject to receive this Option, shall be issued as of the Common Shares issuable upon a conversion Conversion Date and shall be delivered to the holder of this Note shall be treated for all purposes as Option within 7 days following the record holder or holders of such Common Shares upon the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into Common Ordinary Shares on any date (a “Conversion Date”), the Holder shall (A) 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 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 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 Common Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Ordinary Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (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 Holder or its designee, for the number of Common Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the 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 the record holder or holders of such Common Ordinary Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert At the option of the Payee, at any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt time on or prior to 11:59 p.m.the Maturity Date, New York Timeany amounts outstanding under this Note (or any portion thereof), on such date, may be converted into warrants to purchase shares of Class A common stock of the Maker at a copy of an executed notice of conversion in the form attached hereto as Exhibit I price (the “Conversion NoticePrice”), equal to $1.00 per warrant (“Warrants”). If the Payee elects such conversion, the terms of such 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 “Private Placement Warrants”) in connection with the Maker’s initial public offering that closed on August 25, 2020 (the “IPO”), including 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, subject to the Company and (B) if required by same adjustments applicable to the Private Placement Warrants. Before this Note may be converted under this Section (3)(b)(iii7(a), the Payee shall surrender this Note, duly endorsed, at the office of the Maker and shall state therein the amount of the unpaid principal of this Note to a nationally recognized overnight delivery service be converted and the name or names in which the certificates 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 Warrants are not required to be placed on certificates issued (or the book-entry position entries to be made to reflect ownership of such Warrants with the Maker’s transfer agent). The conversion shall be deemed to have been made immediately prior to the close of business on the date 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt surrender of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person person or Persons persons entitled to receive the Common Shares issuable Warrants upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares Warrants as of such date. Each such newly issued Warrant shall include a restricted legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and shares of Class A common stock issuable upon exercise of the transmission of a Conversion NoticeWarrants shall constitute “Registrable Securities” pursuant to that certain Amended and Restated Registration Rights Agreement, dated July 19, 2021, among the Maker, Payee and certain other security holders named therein.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”)Subject to the provisions of Section 6(b) set forth below, the Holder entire outstanding principal amount of this Note shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, be convertible at the option of Purchaser into shares of the Common Stock at a copy of an executed notice of conversion in the form attached hereto as Exhibit I purchase price per share (the “Conversion NoticePurchase Price”) to the Company and as follows: (Bi) $1.25 per share of Common Stock 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 converted on or before the third 90th day after the date hereof; (3rdii) Trading Day $1.50 per share of Common Stock if converted after the 90th day, but on or before the 180th day following the date hereof; and (iii) $1.75 per share of receipt of a Conversion Notice (or such earlier Common Stock if converted after the 180th day following the date as required pursuant to hereof, but before the Exchange Act or other applicable law, rule or regulation for Maturity Date. In 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”), event the Company shall (Xi) if legends are not required to be placed pay a dividend on certificates the Common Stock in shares of Common Stock or the book-entry position 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, by reclassification of its shares of Common Stock, other securities of the Common Shares and provided that the Transfer Agent is participating Company (including any such reclassification 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 connection with a consolidation or merger in which the Holder 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 under this Section 6(a), it shall surrender this Note, duly endorsed, at the Holder's office of the Company and shall give written notice to the Company at its principal corporate office, of the election to convert the same pursuant to this Section, and shall state therein the amount of the unpaid principal amount of this Note and accrued interest to be converted and the name or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system names in which the certificate or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Programcertificates for shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver to the address as specified in the Conversion Notice, Purchaser a certificate or book-entry position, registered in the name of the Holder or its designee, certificates for the number of shares of Common Shares Stock to which the Holder Purchaser shall be entitled upon conversion (bearing such legends as are required by the Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the Company), together with a replacement Note (if any principal amount or interest is not converted) and any other securities and property to which certificates Purchaser is entitled upon such conversion under the terms of this Note, including a check payable to Purchaser for any cash amounts payable as described in Section 6(b). The conversion shall not bear any restrictive legends unless required pursuant be deemed to rules and regulations have been made immediately prior to the close of business on the date of the Commission. If surrender of this Note is physically surrendered for conversion Note, 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares issuable Stock upon a such conversion of this Note shall be treated for all purposes as the record holder or holders Purchaser of such shares of Common Shares upon the transmission Stock as of a Conversion Noticesuch date.

Optional Conversion. To convert So long as the Company does not consummate a Qualifying Financing prior thereto, at any time hereinafter upon the unanimous written election (the "Optional Conversion Amount 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 Common Shares on any date shares of a new series of the convertible preferred stock of the Company (a “the "Optional Conversion Date”Preferred Stock"), at a price per share calculated so as to assure that, immediately following such conversion of the Holder shall 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 (A) transmit by email (or otherwise deliverexcluding all Stock Purchase Warrants), for receipt preferred stock (including the Optional Conversion Preferred Stock) and other convertible securities then outstanding equal to the outstanding principal and accrued interest on or prior 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 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to negotiation by the Company and the holders of the Convertible Notes, including the Payee, but in any event shall (Ba) if required by provide that (1)upon any liquidation or deemed liquidation event (as described in Section (3)(b)(iii), surrender this Note 1 of Article FOURTH of the Company's Certificate of Incorporation as amended and/or restated from time 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) time (the “Share Delivery Date”"Current Charter"), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position holders 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 Optional Convertible Preferred Stock shall be entitled to the Holder's or its designee's balance receive on 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 each of their shares of Optional Convertible Preferred Stock first out of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations assets of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion Company available to holders of the Conversion Amount being convertedCompany's capital stock, then the Company shall as soon as practicable and in no event later an amount not less than three (3) Business Days after receipt of this Note times the amount per share at which the Convertible Notes are converted into Optional Conversion Preferred Stock and at its own expense, issue (2) provide the Optional Convertible Preferred Stock with so-called "full ratchet anti-dilution protection," and deliver (b) be subject to the holder a new Note representing unanimous approval of each of TVM, Merlin and Private Equity Holding. To effect such conversion, the outstanding Principal not convertedCompany 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 holders of the Optional Conversion Preferred Stock in connection with their purchase thereof, as such rights, restrictions and obligations may have been amended from time to time. The Person or Persons entitled Promptly after the delivery by TVM, Merlin and Private Equity Holding of the Optional Conversion Election, the Company shall use its best efforts to receive cause to be taken all corporate action necessary to amend its Certificate of Incorporation to authorize the Common Shares shares of Optional Conversion Preferred Stock issuable upon a conversion of this Note shall be treated for the Convertible Notes and the exercise of all purposes as Stock Purchase Warrants and the record holder or holders shares of Common Stock issuable upon conversion of such Common Shares upon shares of Optional Conversion Preferred Stock and to effect all other changes to the transmission Company's Certificate of a Conversion NoticeIncorporation as may be required.

Optional Conversion. To A Limited Partner, in its capacity as the holder of Series A Preferred Units, shall have the right to convert any Conversion Amount 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) Subject to and upon compliance with the provisions of this Section E, the Limited Partner, in its capacity as the holder of Series A Preferred Units shall have the right, at its option, at any time to convert such shares into the number of fully paid and non-assessable Common Units at the Conversion Price (as in effect at the time and on any the date provided for in paragraph (a “Conversion Date”ii) of this Section E) by surrendering such Series A Preferred 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 cancelled and shall terminate. (ii) In order to exercise the Holder conversion right, the Limited Partner, in its capacity as the holder of each Series A Preferred Unit to be converted shall (A) transmit by email (or otherwise deliver), for receipt on or deliver to the Partnership a notice of conversion. Each conversion shall be deemed to have been effected immediately prior to 11:59 p.m., New York Time, 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, a copy of an executed notice of and such conversion shall be at the Conversion Price in effect at such time and on such date unless the 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 stock transfer books 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 Partnership shall be entitled to the Holder's closed on that date, in which event such person 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 Holder or its designee, for the number of Common Shares to which the Holder persons shall be entitled which certificates shall not bear any restrictive legends unless required pursuant deemed to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record have become such holder or holders of record at the close of business on the next succeeding day on which such partnership transfer books are open, but such conversion shall be at the Conversion Price in effect on the date on which such Series A Preferred Units shall have been surrendered and received by the Limited Partner. (iii) No fractional Partnership Unit shall be issued upon conversion of the Series A Preferred Units. Instead of any fractional interest in a 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 upon of the transmission General 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 Conversion Noticelike manner as set forth in the Declaration of Trust.

Optional Conversion. To convert any Conversion Amount into shares of Common Shares Stock on any date (a “"Conversion Date”"), the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the Company and (B) if required by Section (3)(b)(iii4)(b)(iii), surrender this Note 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 Note 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 (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 Stock and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's (“"DTC”") Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Shares Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be places on certificates or book-entry positions of the Common Stock, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commissionentitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Shares Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into This Note may, at the Holder’s option, be converted to either Common Shares on any date Stock or Equity Securities (a “Conversion Date”defined below), as applicable, under the Holder shall (A) 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 following circumstances and in the form attached hereto as Exhibit I following manner: (a) At any time after March 6, 2009 all or any portion of the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender unpaid principal of 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 plus accrued interest on this Note in may, at the case Holder’s option, be converted into the most recently issued series of its loss, theft or destruction). On or before Preferred Stock at the third (3rd) Trading Day following conversion price of such series as of the date of receipt of such conversion. (b) If Company closes a Conversion Notice (Qualified Public Offering at any time after March 6, 2009, to and including the Target Date, all 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 any portion of the Common Shares and provided that unpaid principal of this Note plus accrued interest on this Note may be converted at 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 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 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 option of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than at the Principal portion closing of the Conversion Amount being convertedQualified 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, then after the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt original issuance of this Note and 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 its own expense, issue and deliver least $10,000,000 (without giving effect to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a 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 treated for deemed to be issued or sold as part of a Qualified Financing: (i) 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 date of this Note; (ii) Common Stock issued upon conversion of shares of the Designated Preferred Stock outstanding as of the date of this Note; (iii) Equity Securities of Company issued pursuant to warrants outstanding as of the date of this Note; (iv) Common Stock issued and sold by Company in a single transaction or series of related transactions in which no Equity Securities other than shares of Common Stock are issued or sold; or (v) any and all purposes promissory notes issued to the LRG Lenders as part of the record holder Junior Indebtedness (as defined in the Intercreditor Agreement as defined below) or holders Common Stock issued upon the conversion of such promissory notes. (d) On or immediately prior to the closing of any Extraordinary Transaction, 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, 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 Qualified Financing has not occurred, the 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 Equity Securities identical in all respects to and ranking pari passu with the class of Equity Securities issued and sold in such Qualified Financing or other transaction) at a price per share or unit equal to the conversion price then in effect for such series or class of Equity Securities or (ii) that number of shares of Common Shares Stock then issuable upon conversion of such number of shares or units of Equity Securities. For the transmission avoidance of a Conversion Noticedoubt, the promissory notes issued to the LRG Lenders as part of the Junior Indebtedness shall not constitute Equity Securities under this Section 2(d).

Optional Conversion. To Any holder of shares of Series D Preferred Stock shall have the right, at its option, at any time and from time to time prior to the Effective Time (as such term is defined in the Merger Agreement), to convert, subject to the terms and provisions of this Section 7 of Article V.B, 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 (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 agency of the Corporation as the Corporation may designate by notice in writing to the holders of shares of Series D Preferred Stock), accompanied by written notice that the holder elects to convert such 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 D Preferred Stock surrendered for conversion shall be delivered to the Corporation for cancellation and canceled by it. As promptly as practicable after the surrender of any Conversion Amount shares of Series D Preferred Stock, in any event within seven (7) days of the receipt of such certificates, the Corporation shall (subject to compliance with the applicable provisions of federal and state securities laws) deliver to the holder of such shares so surrendered certificate(s) representing the number of fully paid and nonassessable shares of Common Stock into Common Shares on any date (a “Conversion Date”which such shares are entitled to be converted. At the time of the surrender of such certificate(s), the Holder Person in whose name any certificate(s) for shares of Common Stock shall (A) transmit by email (or otherwise deliver), for receipt on or prior be issuable upon such conversion shall be deemed to 11:59 p.m., New York Time, be the holder of record of such shares of Common Stock on such date, a copy notwithstanding that the share register of an executed notice of conversion in the form attached hereto as Exhibit I (Corporation shall then be closed or that 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 certificates representing such Common Shares issuable pursuant Stock shall not then be actually delivered 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion NoticePerson.

Optional Conversion. To convert any Conversion Amount into Common Ordinary Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), ) for receipt on or prior to 11:59 p.m., 9:00 a.m. New York Time, Time on such date, date a copy of an executed notice of conversion in the 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 first (3rd1st) 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 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 Common Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Ordinary Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver deliver, to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Ordinary Shares to which the Holder shall be entitled entitled, which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall shall, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expenseNote, issue and deliver at its own cost to the holder a new Note representing the 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 the record holder or holders of such Common Ordinary Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into Common Conversion Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by email facsimile (or otherwise deliver), for receipt on or prior to 11:59 before 5:00 p.m., New York Atlanta Time, on such date, a copy of an executed notice of conversion in the 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 common carrier for delivery to the Company as soon as practicable on or following such date (or provide an indemnification undertaking reasonably satisfactory 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 (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 shall: (Xx) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided that (1) the Transfer Agent is participating in the Depository Trust Company's ’s (“DTC”) Fast Automated Securities Transfer ProgramProgram and (2) the Registration Condition is satisfied, instruct such transfer agent to credit such aggregate number of Common Conversion Shares to which the Holder shall be entitled to the Holder's or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission at Custodian system or (Yy) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or if the Registration Condition is not satisfied, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry positioncertificate, registered in the name of the Holder or its designeeHolder, for the number of Common Conversion Shares to which the Holder shall be entitled which certificates entitled, provided, however, that such certificate shall bear the following restrictive legend: Notwithstanding anything herein to the contrary, the Company shall not bear be obligated to issue any restrictive legends unless required pursuant to rules and regulations of the Commission. If Conversion Shares until this Note is physically surrendered for conversion to the Company, or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an indemnification undertaking acceptable to the Company to indemnify the Company from any loss incurred by it in connection therewith. If the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three four (34) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 14(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion NoticeShares.

Optional Conversion. To (i) Subject to and in compliance with the provisions of this Section 4(a) of Schedule A, and subject to compliance with the requirements of the Act, any Series A Preference Share may, at the option of the holder thereof, be converted at any time into fully-paid and nonassessable Ordinary Shares based on the then-effective Applicable Conversion Price. (ii) The holder of any Series A Preference Shares who desires to convert such shares into Ordinary Shares shall surrender the certificate or certificates therefor, duly endorsed, at the principal office of the Company or any Conversion Amount into Common Shares on any date (a “Conversion Date”)transfer agent for the Series A Preference Shares, the Holder and shall (A) 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 give written notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note at such office that such holder has elected to a nationally recognized overnight delivery service for delivery to convert such shares. Such notice shall state the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case number of its loss, theft or destruction)Series A Preference Shares being converted. 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”)Thereupon, the Company shall (X) if legends are not required promptly issue and deliver to be placed on such holder at such office a certificate or certificates or for 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 Ordinary Shares to which the Holder holder is entitled. No fractional Ordinary Shares 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 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 issued upon conversion of the Holder or its designeeSeries A Preference Shares, for and the number of Common Ordinary Shares to which be so issued to a holder of Series A Preference Shares upon the Holder conversion of such Series A Preference Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be entitled which certificates rounded to the nearest whole share (with one-half being rounded upward). Such conversion shall not bear any restrictive legends unless required pursuant be deemed to rules and regulations have been made at the close of business on the date of the Commission. If this Note is physically surrendered for conversion surrender of the certificates representing the Series A Preference Shares to be converted, 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons person entitled to receive the Common Ordinary Shares issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Ordinary Shares upon the transmission of a Conversion Noticeon such date.

Optional Conversion. To convert (a) Subject to and in compliance with the provisions of this Section 6, each Preferred Share may, at the option of a Preferred Shareholder, be converted at any time into such number of fully-paid and non-assessable Ordinary Shares as is determined by dividing the then applicable Conversion Amount into Common Price, determined as hereinafter provided, in effect at the time of conversion and in accordance with Section 6.01(b) below. Upon such conversion, all preference rights attached to such Preferred Shares on any date (a “Conversion Date”)shall be automatically terminated, save that no conversion shall prejudice the Holder shall (A) transmit by email (right of the holder of such Preferred Shares to receive dividends or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, other distributions accrued on such datePreferred Shares but unpaid as at the date of conversion. (b) A Preferred Shareholder who desires to convert its Preferred Shares into Ordinary Shares shall surrender the certificate or certificates therefor, a copy duly endorsed, at the Shanghai office of an executed the Company or any transfer agent for the Preferred Shares, and shall give written notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note at such office that such Preferred Shareholder has elected to a nationally recognized overnight delivery service for delivery to convert such Preferred Shares. Such notice shall state the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case number of its loss, theft or destruction)Preferred Shares being converted. 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”)Thereupon, the Company shall (X) if legends are not required promptly issue and deliver to be placed on such Preferred Shareholder at such office a certificate or certificates or for 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 Ordinary Shares to which the Holder Preferred Shareholder is entitled and shall be entitled promptly pay (i) in cash or, to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if extent sufficient funds are not then legally available therefor, in Ordinary Shares at the Transfer Agent is not participating in fair market value of an Ordinary Share determined by the DTC Fast Automated Securities Transfer Program, issue and deliver to the address Board of Directors as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designeedate of such conversion, for any declared and unpaid dividends on the number Preferred Shares being converted and (ii) in cash at the fair market value of Common 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 Holder Preferred Shareholder would otherwise be entitled. Such conversion shall be entitled which certificates shall not bear any restrictive legends unless required pursuant deemed to rules and regulations have been made at the close of business on the date of the Commission. If this Note is physically surrendered for conversion surrender of the certificates representing the Preferred Shares to be converted, 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons person entitled to receive the Common Ordinary Shares issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Ordinary Shares upon the transmission of a Conversion Noticeon such date.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date In the event a Qualifying Subscription has not occurred by November 30, 2002 and/or in the event a Qualifying Fundraising is not consummated by February 28, 2003 (a “Conversion Date”whether by failure of clause (i) or (ii) as set forth in the definition of Qualifying Fundraising), the Holder shall (A) transmit by email (or otherwise deliver)Lender has the right, for receipt on or at its option, at any time prior to 11:59 p.m.the close of business on July 1, New York Time2003, to convert the outstanding principal amount and accrued interest, or a portion thereof, of this Debenture into fully-paid and non-assessable shares of preferred stock (the "Senior Stock") of the Company, with new rights, preferences and privileges, as set forth in Schedule 2 hereto, senior to the rights, preferences and privileges of the Company's existing preferred stock. In case the Company is listed or traded on such datea stock exchange, any regulated market or on the OTC-BB on the date of the exercise of the option by the Lender, the price for the Senior Stock shall be 33% of the average share price for the Shares for the 30 trading days prior to the date of the exercise of the option by the Lender. In case the Company is not listed or traded on a stock exchange, a copy regulated market or the OTC-BB on the day of the exercise of the option, the price for the Senior Stock shall be 33% of the intrinsic value of the Company on the date of the exercise of the option by the Lender, which will be defined by an executed notice independent expert, appointed by the board of directors of the Company and reasonably acceptable to the Lender. The option of the Lender will be deemed to have been exercised on the Conversion Date, as defined below. In order to exercise this optional conversion in privilege, the form attached hereto as Exhibit I (the “Conversion Notice”) Lender shall surrender this Debenture to the Company and (B) if required during usual business hours at the Company's principal executive office, accompanied 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 written notice in form 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 Lender elects to convert the principal amount and accrued interest of this Debenture or a portion hereof specified in such notice. Such notice shall also state the Depository Trust Company's name or names (“DTC”with address) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Shares to in which the Holder certificate or certificates for shares of Senior Stock which 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder issuable on such conversion shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Noticeissued.

Optional Conversion. To convert (i) At any Conversion Amount into Common Shares time on or after the completion by Vie of any date (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt issuance and sale of Stock on or prior to 11:59 p.m.the Maturity Date (an "Additional Financing"), New York Time, on such date, a copy in lieu of an executed notice Investor's receipt of conversion repayment of the principal of, and interest on, the Note in lawful currency of the form attached hereto United States in immediately available funds as Exhibit I provided in Section 3.4, such Investor may elect, in its sole discretion, to convert the Conversion Loan Amount into a number of shares of Stock of the same class as those issued and sold in such Additional Financing (the “"Optional Conversion") determined by dividing the Conversion Notice”Loan Amount by the Applicable Conversion Price; provided, however, that the issuance of Common Stock (including warrants exercisable for Common Stock) to the Company and (B) if required by Section (3)(b)(iii)any vendors, surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (providers or sales representatives of Vie in an indemnification undertaking reasonably satisfactory to the Company aggregate amount with respect to this Note all such issuances not in excess of 2% of the case shares of its loss, theft or destruction). On or before the third (3rd) Trading Day following Common Stock outstanding on the date hereof and the issuance of receipt Common Stock upon exercise of a Conversion Notice options described in clause (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 Noticei) (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 definition of "Additional Shares and provided that of Conversion Stock" in Section 3.5(d)(i) shall not constitute an Additional Financing. The shares of Stock received by Investors upon 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 occurrence of Common Shares to which the Holder an Optional Conversion 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 same rights and subject to the Transfer Agent is same obligations, including, but not participating limited to, those rights and obligations set forth in the DTC Fast Automated Securities Transfer Program, issue stock purchase agreement and deliver other agreements relating to the address Additional Financing, as specified the shares of Stock that are issued and sold in the Additional Financing. (ii) If an Investor fails to exercise its right to Optional Conversion Noticeprior to the Conversion Date, a certificate or book-entry positionthen such right shall terminate with respect to such Additional Financing. (iii) Prior to consummation of any Additional Financing, registered Vie shall give to the Investors written notice describing in reasonable detail the name terms of such Additional Financing and the terms of the Holder or its designeeStock issuable upon such Additional Financing, for the number of Common Shares to which the Holder and shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall 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 provide to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled Investors copies of all agreements and instruments relating to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion NoticeAdditional Financing.

Optional Conversion. To (i) At any time and from time to time after the earlier of (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 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 B 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 5,734.185 shares of Common Stock per share of Series B 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 B 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 any Conversion Amount Series B Preferred Stock into Common Shares on Stock pursuant to this paragraph at any date time, and from time to time by delivering to the Corporation during the Conversion Period (i) a written notice of the election to convert executed by the Holder (the “Notice of Conversion”), specifying the number of shares of Series B Preferred Stock to be converted, the name in which the shares of the Common Stock deliverable upon conversion shall be registered, and the address of the named person, and (ii) the original certificate(s), if any, evidencing the Series B 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 each of (i) if applicable, the Holder shall original certificates (Aif any) transmit by email representing the shares of the Series B Preferred Stock being converted, duly endorsed, and (or otherwise deliver)ii) the accompanying Conversion Notice. Notwithstanding the foregoing, for receipt on or at any time prior to 11:59 p.m.the Conversion Date, New York Time, on such date, a copy of an executed notice of conversion in upon the 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 occurrence 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”)Triggering Event, the Company Conversion Number shall (X) be subject to upward adjustment adjusted upward until the Corporation reaches the Anti-Dilution Threshold through through one or more Qualfying Capital Raises: provided that such adjustment shall terminate and not apply as to any shares of Series B Preferred Stock that previously shall have converted into Common Stock. For example, if legends are not required Net Working Capital is $400,000, then the to reach the Anti-Dilution Threshold the Corporation shall only need to raise $600,000 in one or more Qualifying Capital Raises. Following any Qualifying Capital Raise, the Conversion Number shall be placed on certificates or the book-entry position adjusted to equal 10% 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 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 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 fully diluted common stock of the Holder or its designeeCorporation (including for such purposes all other convertible securities outstanding and reserved for issuance except stock options issued and outstanding and reserved for issuance under board approved employee stock option plans reserving for issuance no more than ten percent (10%) of the outstanding common stock of the Corporation then outstanding, for after giving effect to any Qualifying Capital Raise, until the Anti-Dilution Threshold is met) and divided that sum by the number of Common Shares to which shares of Series B Preferred Stock then outstanding. For example, if the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations number of fully diluted shares of common stock of the Commission. If this Note Corporation is physically surrendered for conversion and 4,100,000,000 upon reaching the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedAnti-Dilution Threshold, 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 holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note Conversion Number shall be treated for all purposes as 5,857.14286 (4,100,000,000 times 10% divided by the record holder or holders number of such Common Shares upon the transmission shares of a Conversion Notice.Series B Preferred Stock then outstanding)

Optional Conversion. To convert (i) Each whole share of this Series may be converted, at the option of the holder, at any Conversion Amount time and from time to time, into fully-paid and non-assessable shares of Common Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such dateStock; provided, a copy holder's right to so convert shares of an executed notice of conversion Series A Preferred Stock shall terminate as to shares thereof that are redeemed by the Corporation on the redemption date therefor as provided in the form attached hereto as Exhibit I (the “Conversion Notice”) and subject to the Company terms 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 conditions of its loss, theft or destruction)paragraph 7 hereof. 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 The number of shares of Common Shares Stock to which the Holder 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 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 $2.25 [or if the offering price is lower, such lower amount] plus all accrued and unpaid dividends by the Conversion Price. (ii) A holder of shares of this Series desiring to convert all or a portion of the whole shares of this Series owned by such holder shall give written notice thereof to the Holder's or its designee's balance account Corporation. Such notice shall be accompanied by certificates, duly endorsed for conversion, evidencing the number of whole shares of this Series such holder desires to convert, together with DTC through its Deposit Withdrawal Agent Commission system or (Ycash, if any, required by subparagraph 5(c) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Programhereof. The Corporation will, issue and as soon as practicable thereafter, deliver to the address as specified in the Conversion Noticesuch holder or to such holder's nominee or nominees, a certificate or book-entry positioncertificates for the appropriate number of shares of Common Stock, registered together with cash, as provided in subparagraph 5(d), with respect to any fractional shares otherwise issuable upon conversion and, in the name event of a partial conversion, a certificate representing the balance, if any, of the Holder 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 designeedesire 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, required by subparagraph 5(c) hereof, then all shares of this Series so tendered to the Corporation shall be deemed to 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 Shares to Stock into which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal shares of this Note Series such holder 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive pursuant to the Common Shares issuable upon a conversion terms of this Note shall be treated for all purposes paragraph 5, in each case as of the record holder or holders close of business on the date on which such Common Shares upon the transmission of a Conversion Noticeconversion notice is delivered.

Optional Conversion. To Each share of Series A-1 Preferred Stock shall be convertible, at the option of the Holder thereof, at any time, and from time to time, into (i) the number of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock equal to (A) the quotient of (1) the Liquidation Preference divided by (2) 1,000 multiplied by (B) the Conversion Rate in effect at the time of conversion (subject to aggregation and the payment of cash in lieu of fractional shares as provided in Section 12 of this Certificate of Designations) and (ii) the right to receive (concurrently with the issuance of the shares of Class A Common Stock under clause (i)) an amount in cash equal to the accrued but unpaid dividends and distributions on such share of Series A-1 Preferred Stock; provided, however, that, if funds are not legally available for payment of such amount (or the Company otherwise fails to pay such amount) on the Conversion Date, additional amounts will continue to accrue at the Dividend Rate on such amount (compounding at each Dividend Payment Date) until the Company pays such amount (plus such additional accrued amounts) to the Holder in full. In order to convert any Conversion Amount shares of Series A-1 Preferred Stock into shares of Class A Common Shares on any Stock pursuant to this Section 7(a), the Holder must surrender the certificates representing such shares of Series A-1 Preferred Stock (or, if such certificate or certificates have been lost, stolen, or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Company), accompanied by 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 that such Holder elects to convert all or such 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 (a in accordance with the immediately preceding sentence) its authorized agent will be the date of conversion (the “Conversion Date”). In the event that a Holder transfers shares of Series A-1 Preferred Stock, other than in connection with a transfer permitted by and in accordance with the Holder Investment Agreement, such shares so transferred shall (A) transmit by email (or otherwise deliver), for receipt on or be automatically converted into shares of Class A Common Stock at the Conversion Rate in effect immediately prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion transfer (in the 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 which 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 transfer shall (X) if legends are not required be deemed 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion NoticeDate).

Optional Conversion. To convert At any Conversion Amount into Common Shares on any date (a “Conversion Date”)time, and from time to time, from the Date of Issue, the principal amount of this Note (plus default interest, if any) shall be convertible at the option of the Holder, in whole or in part, into shares of the Issuer's common stock (an "Optional Conversion") at the Optional Conversion Price. Holder shall (A) transmit effect any Optional Conversion by email (or otherwise deliver), for receipt on or prior delivering to 11:59 p.m., New York Time, on such date, the Issuer a copy Notice of an executed notice of conversion Conversion in the form attached annexed hereto as Exhibit I Annex A setting forth the effective date for the conversion (the “"Conversion Notice”) Date"). The "Optional Conversion Price" shall be, in the order of priority: a. If there is quoted on any securities market a bid price for the common stock, the Optional Conversion Price will be the average of the closing bid prices for the five trading days preceding the Conversion Date. b. If there is no bid price quoted, the Optional Conversion Price shall be the cash-equivalent price per share in the most recent arms-length sale of common stock or common stock derivatives for cash or assets by the Issuer, provided such sale closed no more than 12 months prior 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 Conversion Date. c. If the Company (criteria described in "a" 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”)"b" are not available, the Company Optional Conversion Price 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 value to which the Holder and the Issuer shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) agree, if the Transfer Agent such written agreement is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in executed within 10 business days after the Conversion NoticeDate. d. If none of the aforesaid criteria determines the Optional Conversion Price, then the Optional Conversion Price will be determined by a certificate or book-entry position, registered in member of the name American Society of Appraisers chosen by agreement of the Holder or its designeeand the Issuer, for with the number costs of Common Shares to which the appraisal being born equally by the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the CommissionIssuer. If this Note is physically surrendered for conversion the Holder and the outstanding Principal of this Note is greater than the Principal portion of Issuer have not agreed upon an appraiser within thirty days after the Conversion Amount being convertedDate, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt either party may apply to a court of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion competent jurisdiction for appointment of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Noticean appraiser.

Optional Conversion. To convert (a) Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Cumulative Preferred Stock and/or the Series D Cumulative Preferred Stock may be converted at any Conversion Amount time, at the option of the holder thereof, in the manner hereinafter provided, into one fully paid and nonassessable share of Common Shares Stock, subject, in each case, to adjustments described below; PROVIDED, HOWEVER that on any redemption of any Preferred Stock or any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the full business day next preceding the date fixed for such redemption or for the payment of any amounts distributable on liquidation. (The number of shares of Common Stock into which each share of Preferred Stock may be converted is herein called the "Conversion Rate"). (b) Whenever the Conversion Rate shall be adjusted as provided in Section IV.C.7 hereof, the Corporation shall forthwith file at each office designated for the conversion, 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 Date”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 record holder of Preferred Stock at his or its address appearing on the stock register. (c) In order to exercise the conversion privilege, the holder of any Preferred Stock to be converted shall surrender his or its certificate or certificates therefor to the principal office of the transfer agent (or if there is no transfer agent appointed at that time, then the Corporation at its principal office), and shall give written notice to the Holder Corporation at such office that the holder elects to convert the Preferred Stock represented by such certificates, or any number thereof. Such notice shall also state the name or names (Awith address) transmit by email (in which the certificate or otherwise deliver), certificates for receipt on or prior to 11:59 p.m., New York Time, shares of Common Stock issuable on such dateconversion shall be issued, a copy subject to any restrictions on transfer relating to shares of an executed notice the Preferred Stock or shares of Common Stock upon the conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if thereof. If so required by Section (3)(b)(iii)the Corporation, surrender this Note to a nationally recognized overnight delivery service certificates surrendered for delivery to the Company (conversion shall be endorsed or an indemnification undertaking reasonably accompanied by written instrument or instruments of transfer, in form satisfactory to the Company with respect to this Note Corporation, duly authorized in the case of its loss, theft or destruction)writing. On or before the third (3rd) Trading Day following the The date of receipt of a Conversion Notice by the transfer agent (or such earlier date by the Corporation if the Corporation serves as required pursuant to its own transfer agent) of the Exchange Act or other applicable law, rule or regulation for certificates and notice shall be the settlement of a trade initiated on the applicable Conversion Date conversion date. As soon as practicable after receipt of such Common Shares issuable pursuant notice and surrender of the certificate or certificates for Preferred Stock as aforesaid, the Corporation shall cause to be issued and delivered at such office to such Conversion Notice) (the “Share Delivery Date”)holder, the Company shall (X) if legends are not required to be placed or 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 shall be entitled to the Holder's his 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 Noticewritten order, a certificate or book-entry position, registered in the name of the Holder or its designee, certificates for the number of full shares of Common Shares to which Stock issuable on such conversion in accordance with the Holder provisions hereof. (d) The Corporation shall at all times when the Preferred Stock shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules outstanding reserve and regulations keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the Commission. If this Note is physically 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 Preferred Stock. (e) Upon any such conversion, no adjustment to the Conversion Rate shall be made for declared and unpaid dividends on the Preferred Stock surrendered for conversion, any accumulated and unpaid dividends on the Series C Cumulative Preferred Stock and the Series D Cumulative Preferred Stock, if not yet declared, or on the Common Stock delivered. (f) All 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 only the right of the holder thereof to receive shares of Common Stock in exchange therefor and payment of any declared and unpaid (and, with respect to the Series C Cumulative Preferred Stock or the Series D Cumulative Preferred Stock, any accumulated and unpaid, if not yet declared) dividends thereon. Any of the Preferred Stock so converted shall be retired and canceled and shall not be reissued, and the outstanding Principal of this Note is greater than Corporation may from time to time take such appropriate action as may be necessary to reduce the Principal portion of authorized Series A Preferred Stock, Series B Preferred Stock, Series C Cumulative Preferred Stock and 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 holder a new Note representing the 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 the record holder or holders of such Common Shares upon the transmission of a Conversion NoticeSeries D Cumulative Preferred Stock accordingly.

Optional Conversion. To At any time prior to the earlier date to occur of (a) the Maturity Date and the (b) Termination Date: (a) Holder may convert all or any Conversion Amount portion of the then outstanding Note Balance into fully paid common shares in the capital of Maker (“Common Shares on any date (a “Conversion DateShares”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt based on or prior to 11:59 p.m., New York Time, on such date, a copy conversion price of an executed notice of conversion in the form attached hereto as Exhibit I US$10.00 per Common Share (the “Conversion NoticePrice”) 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 Before Holder shall be entitled to convert this Note into Common Shares, it shall surrender this Note (or a notice to the Holder's effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to Maker whereby Holder agrees to indemnify Maker from any loss incurred by it in connection with this Note) and give written notice to Maker at its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or principal corporate office of the election to convert the same pursuant to this Section 5, and shall state therein the amount of the outstanding Note Balance of this Note to be converted. The date on which Holder satisfies the foregoing requirements is the “Conversion Date.” As soon as practicable after the Conversion Date and in any event within five (Y5) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramBusiness Days thereof, issue and Maker shall deliver to the address as specified in the Conversion Notice, Holder a certificate for or a book-entry position, registered in the name notation of the Holder or its designee, for the number of whole Common Shares to which issuable upon the conversion. (b) Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant deemed to rules and regulations be a shareholder of record on the Commission. If this Note is physically surrendered for conversion and the outstanding Principal Conversion Date; provided that no surrender of this Note is greater than on any date when the Principal portion share transfer books of Maker shall be closed shall be effective to constitute 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 holder a new Note representing the outstanding Principal not converted. The Person or Persons person entitled to receive the Common Shares issuable upon such conversion as the record holder of such Common Shares on such date, but such surrender shall be effective to constitute the person entitled to receive such Common Shares as the record holder thereof for all purposes at the close of business on the next succeeding day on which such share transfer books are open (subject to the other provisions of this Section 5). (c) Upon surrender of this Note if converted in part, Maker shall execute and deliver to Holder a new Note equal in principal amount to the unconverted portion of the Note surrendered. (d) All Common Shares delivered upon conversion of this Note shall be treated for duly and validly issued and fully paid, shall be free from preemptive rights and free of any lien or adverse claim, and shall have the same rights as all purposes as of the record holder or holders other outstanding shares of such Maker’s Common Shares. Maker will endeavor promptly to comply with all applicable securities laws regulating the offer and delivery of Common Shares upon conversion of this Note, if any. (e) If any of the transmission following shall occur: (i) any reclassification or change of outstanding Common Shares; (ii) any consolidation, combination, merger or share exchange to which Maker is a Conversion Noticeparty other than a merger in which Maker is the continuing corporation and which does not result in any reclassification of, or change in, outstanding Common Shares; or (iii) any sale or conveyance of all or substantially all of the assets or property of Maker; then Holder shall have the right to convert this Note into the kind and amount of shares of capital stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, sale or conveyance by a holder of the number of Common Shares deliverable upon conversion of this Note immediately prior to such reclassification, change, consolidation, merger, share exchange, sale or conveyance.

Optional Conversion. To convert (a) At the option of the Holder, each share of Preferred Stock shall be convertible, at any time, or from time to time, into that number of fully-paid and nonassessable shares of Class A Common Stock as is determined in accordance with the then-effective Conversion Amount into Common Shares on any date Rate; provided, however, that to the extent such conversion would cause the Holder to hold in excess of 9.9% of the Voting Stock, such conversion shall be subject to the receipt of approval from (a) the Delaware Insurance Commissioner of a Form A Filing and Pre-Acquisition Application pursuant to Delaware Insurance Code section 5003, or approval from the Delaware Insurance Commissioner of a disclaimer of affiliation and (b) the Ohio Director of Insurance of a Form A Filing pursuant to Ohio Insurance Code section 3901.321, or approval from the Ohio Director of Insurance of a disclaimer of affiliation. The “Conversion Date”Rate” shall be equal to the Liquidation Preference divided by the Conversion Price applicable to such share, determined as hereafter provided, in effect on the date of such conversion. The “Conversion Price” shall initially be $9.00 per share of Preferred Stock. (b) All shares of Preferred Stock that are converted shall thereupon be cancelled and retired and cease to exist, shall cease to confer upon the Holder thereof any rights, and shall not thereafter be reissued or sold and shall return to the status of authorized but unissued shares of Preferred Stock undesignated as to series. (c) All shares of Class A Common Stock delivered upon any conversion of Preferred Stock in accordance with this Section 6 will, upon such conversion, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights, free from all taxes, liens, security interests, charges and encumbrances (other than liens, security interests, charges or encumbrances created by or imposed upon the Holder or taxes in respect of any transfer occurring contemporaneously therewith). (d) The issuance of shares of Class A Common Stock upon conversion of shares of Preferred Stock in accordance with this Section 6 shall be made without payment of additional consideration by, or other charge, cost or tax to, the Holder shall (A) transmit by email (or otherwise deliver)in respect thereof; provided, for receipt on or prior to 11:59 p.m.however, New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to that the Company and (B) if shall not be required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (pay any tax or an indemnification undertaking reasonably satisfactory to the Company other governmental charge that may be payable with respect to this Note in the case issuance or delivery of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date any shares 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 Class A 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 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 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 Stock in the name of any Person other than the Holder of the converted shares, and no such delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax or charge, or has established to the satisfaction of the Company that such tax or charge has been paid or that no such tax or charge is due. (e) The Company shall at all times reserve and keep available, free from any preemptive rights, out of its designeeauthorized but unissued shares of Class A Common Stock, for the sole purpose of effecting such conversion, the full number of shares of Class A Common Shares Stock issuable upon the conversion of all the outstanding shares of the Preferred Stock at the Conversion Rate. (f) The conversion of any shares of Preferred Stock into shares of Class A Common Stock pursuant to which the Holder this Section 6 shall be entitled which certificates shall not bear any restrictive legends unless required pursuant subject to rules and regulations compliance with the procedural requirements of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion transfer agent 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 to the holder a new Note representing the 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 the record holder or holders of such Common Shares upon the transmission of a Conversion NoticeCompany.

Optional Conversion. To (a) Holders of Class A Common Stock shall have the right, exercisable at any time and from time to time to convert all or any Conversion Amount of such Class A Common Stock into Common Shares Stock at a conversion rate of one share of Common Stock for each share of Class A Common Stock so converted, subject 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 any the record date (for the payment of a “Conversion Date”)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 Holder shall (A) transmit by email (dividend or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, 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, a copy with the form of an 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 conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company election and (B) if required by Section (3)(b)(iii)instruments of transfer and such taxes, surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (stamps, funds or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case evidence of its losspayment shall have been so delivered, 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person person or Persons persons entitled to receive the shares of the Common Shares Stock issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of 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 transmission 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 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 NoticeRate, 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 into Common Stock prior to the record date for, or the effective date of, the transaction so that he may receive the rights, warrants, securities or assets which a holder of Common Stock on that date may receive. Therefore, 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 (i) or (ii) of this subparagraph (3)(j). (k) If any of the following shall occur, namely: (i) any reclassification or change of outstanding Common Stock issuable upon conversion of Class A Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or merger to which the 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 a subdivision or combination) in, outstanding Common Stock or (iii) any sale, transfer or lease of 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 convertible into the kind and amount of shares of stock 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.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”)For purposes of this Section 4, the Holder "Conversion Termination Date" shall mean the earlier of the following dates: (Ai) transmit April 1, 2003; or (ii) sixty (60) days following the mailing postmark date of written notice by email the Company to the Holders that it intends to close under an Equity Financing. This Debenture may be converted at any time after, but not before, May 1, 1999 (or otherwise deliver), for receipt on 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 11:59 p.m.the Conversion Termination Date in whole or in part, New York Time, on such date, a copy at the option of an executed notice of conversion in the form attached hereto as Exhibit I 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 $.69 (the "Conversion Notice”) 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 and (B) if required by Section (3)(b)(iii), surrender this Note to bearing a nationally recognized overnight delivery service for delivery 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 the Debenture to be converted, accompanied by surrender of the Debenture. In the event of a 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 an indemnification undertaking reasonably 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 deliver to Company, together with this Debenture for cancellation, the Holder's written representation in form satisfactory to the Company with respect that the Holder is acquiring the shares without a view to this Note engage in the case a distribution thereof in violation of its lossapplicable laws, 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 rules and regulations relating to such registration. Any unregistered shares issued upon Conversion Notice) (shall be endorsed with a legend in substantially the “Share Delivery Date”)following form, 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 shall be entitled to comply with the 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 Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice.terms thereof:

Optional Conversion. To convert any Conversion Amount into Common Shares shares of Conversion Stock on any date (each date on which the applicable requirements set forth in clause (A) below shall have been satisfied, a “Conversion Date”), the Holder each applicable Class B Lender shall (A) transmit by email facsimile or electronic mail (or otherwise deliver), for receipt delivery on or prior to 11:59 p.m., 5:00 p.m. (New York Time, City time) on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the a “Conversion Notice”) to the Company Parent Entity and (B) if Notes have been issued and if required by Section 1(c)(iv), but without delaying the Parent Entity’s obligation to deliver shares of Conversion Stock on the applicable Share Delivery Date (3)(b)(iiias defined below), surrender this Note any Notes representing the Conversion Amount to be converted to a nationally recognized overnight delivery service common carrier for delivery to the Company Parent Entity as soon as practicable on or following such date (or an indemnification undertaking reasonably satisfactory to the Company affidavit with respect to this Note such Notes in the case of its their loss, theft theft, destruction or destructionmutilation together with such security or indemnity as may be required by the Company to save it harmless from any loss, claim, liability, cost or expense caused by or connected with such conversion). 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 Parent Entity shall transmit by facsimile or electronic mail a confirmation of receipt of such Conversion Notice to the applicable Class B Lenders and the Parent Entity’s transfer agent for the Common Stock (the “Transfer Agent”). The Parent Entity shall use commercially reasonable efforts to issue in uncertificated book-entry form the number of shares of Conversion Stock to which the Class B Lenders shall be entitled on or before the third (3rd) Trading Business Day following the date of receipt of a Conversion Notice (or such earlier date as required on which the Required Class B Lenders pursuant to Section 1(a), have delivered Conversion Notices to the Exchange Act or other applicable law, rule or regulation for the settlement of Parent Entity (a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”), the Company subject to adjustment as provided in Section 1(c)(ii), and evidence thereof shall (X) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided that promptly delivered by 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 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 applicable Class B Lenders. If requested by any Class B Lender, the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, Parent Entity shall issue and deliver to the applicable address as specified in the Conversion Notice, a certificate or book-entry positioncertificate, registered in the name of the Holder applicable Class B Lender or its designee, for the number of Common Shares shares of Conversion Stock to which the Holder such Class B Lender shall be entitled which certificates entitled. Any certificate representing shares of Conversion Stock, or any shares of Conversion Stock issued in book-entry form, shall not bear bear, in addition to any restrictive other legends unless as may be required pursuant by law or by the Transfer Agent, the legend set forth below, in the case of certificates, or notation to rules and regulations a similar effect on the stock register, in the case of the Commissionbook-entry shares. If this any Note that has been issued is physically surrendered for conversion as required by Section 1(c)(iv) and the outstanding Principal principal of this Note all Notes surrendered is greater than the Principal principal portion of the Conversion Amount being converted, then the Company shall Parent Entity shall, at the applicable Class B Lenders’ request, as soon as practicable and in no event later than three (3) Business Days after receipt delivery of this Note such Note(s) and at its own expense, issue and deliver to the holder applicable Class B Lender a new Note or Notes (in accordance with Section 11) representing the outstanding Principal principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion shares of Conversion Stock pursuant to this Note Exhibit K shall be treated for all purposes as the record holder or holders of such Common Shares upon shares of Conversion Stock as of the transmission Close of a Business on the applicable Conversion NoticeDate, irrespective of the date such shares of Conversion Stock are credited to such Person’s account or the date of delivery of the certificates evidencing such shares of Conversion Stock, as the case may be. THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

Optional Conversion. To (a) Holders of shares of Series D Preferred Stock may, at any time, convert any shares of Series D Preferred Stock, unless previously redeemed, into a number of shares of Common Stock calculated by dividing the Liquidation Preference (without unpaid dividends) by $34.00, subject to adjustment as described below in Section 6(f) (the "Conversion Amount into Common Shares on any date (a “Conversion Date”Price"). If more than one share of Series D Preferred Stock shall be surrendered for conversion at one time by the same record holder, the Holder number of full shares of Common Stock issuable upon conversion thereof shall (A) transmit by email (or otherwise deliver), for receipt be computed on or prior to 11:59 p.m., New York Time, on such date, a copy the basis of an executed notice the aggregate number of conversion in the 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 shares of Series D Preferred Stock so surrendered. In the case of its lossshares of Series D Preferred Stock called for redemption, theft or destruction). On or before conversion rights shall expire at the third (3rd) Trading Day following the date close 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 business on the applicable Conversion Date business day immediately preceding the redemption date. The holders of shares of Series D Preferred Stock that convert 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 shares into shares of Common Shares to which the Holder Stock shall be entitled to receive any accrued and unpaid dividends thereon, if any, whether or not declared, and such dividends shall be payable in cash or shares of Common Stock (valued at the Holder's Conversion Price), or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating any combination thereof, in the DTC Fast Automated Securities Transfer Programsole discretion of the Board of Directors. (b) Any holder of shares of Series D Preferred Stock electing to convert the shares or any portion thereof in accordance with Section 6(a) above shall give written notice to the Corporation (which notice may be given by facsimile transmission) that such holder elects to convert the same and shall state therein the number of shares of Series D Preferred Stock to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. Promptly thereafter, the holder shall surrender the certificate or certificates of shares of Series D Preferred Stock to be converted, duly endorsed, at the office of the Corporation or any transfer agent for such shares, or at such other place designated by the Corporation, provided that the Corporation shall at all times maintain an office or agency in The City of New York for such purposes. The Corporation shall, immediately upon receipt of such notice, issue and deliver to or upon the address as specified in order of such holder, against delivery of the Conversion Noticecertificates representing the shares of Series D Preferred Stock that have been converted, a certificate or book-entry position, registered in the name of the Holder or its designee, certificates for the number of shares of Common Shares Stock to which the Holder such holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules (in the number(s) and regulations of the Commission. If this Note is physically surrendered for conversion denomination(s) designated by such holder), and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Corporation 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 such holder a new Note representing certificate or certificates for the outstanding Principal number of shares of Series D Preferred Stock that such holder has not convertedelected to convert. The Person conversion right with respect to any shares of Series D Preferred Stock shall be deemed to have been exercised at the date upon which the certificates therefor (and the payment required by Section 6(d), if applicable), shall have been so delivered, and the person or Persons persons entitled to receive the Common Shares Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares Stock upon that date. (c) No fractional shares of Common Stock shall be issued upon conversion of shares of Series D Preferred Stock. Instead of any fractional share of Common Stock otherwise issuable upon conversion of any shares of Series D Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the Closing Price of the Common Stock at the close of business on the day of conversion. In the absence of a Closing Price, the Board of Directors shall in good faith determine the current market price on such basis as it reasonably considers appropriate and such current market price shall be used to calculate the cash adjustment; provided that in no case shall the Closing Price be less than the Conversion Price then in effect. (d) If a holder converts shares of Series D Preferred Stock, the Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Stock upon the transmission conversion or due upon the issuance of a new certificate or certificates for any shares of Series D Preferred Stock not converted. The holder, however, shall pay any such tax that is due because any such shares of the Common Stock or of the Series D Preferred Stock are issued in a name other than the name of the holder. (e) The Corporation shall reserve out of its authorized but unissued Common Stock held in treasury enough shares of Common Stock to permit the conversion of all of the then-outstanding shares of Series D Preferred Stock. For the purposes of this Section 6(e), the full number of shares of Common Stock then issuable upon the conversion of all then- outstanding shares of Series D Preferred Stock shall be computed as if at the time of computation all outstanding shares of Series D Preferred Stock were held by a single holder. The Corporation shall from time to time, in accordance with the laws of the State of Delaware and its certificate of incorporation, increase the authorized amount of its Common Stock if at any time the authorized amount of its Common Stock remaining unissued shall not be sufficient to permit the conversion of all shares of Series D Preferred Stock at the time outstanding. All shares of Common Stock issued upon conversion of the shares of Series D Preferred Stock shall be validly issued, fully paid and nonassessable. (f) The Conversion NoticePrice shall be subject to adjustment as follows: (i) In case the Corporation shall (A) pay a dividend on any class of its capital stock in shares of its Common Stock, (B) subdivide its outstanding shares of Common Stock into a greater number of shares or (C) combine its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior thereto shall be adjusted (as provided below) so that the holders of any shares of Series D Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which such holder would have owned or have been entitled to receive immediately following such action had such shares of Series D Preferred Stock been converted immediately prior to such time. The Conversion Price as adjusted shall be determined by multiplying the Conversion Price at which the shares of Series D Preferred Stock were theretofore convertible by a fraction of which the denominator shall be the number of shares of Common Stock outstanding immediately following such action and of which the numerator shall be the number of shares of Common Stock outstanding immediately prior thereto. Such adjustment shall be made whenever any event listed above shall occur and shall become effective retroactively immediately after the record date in the case of a dividend and immediately after the effective date in the case of a subdivision or combination. (ii) In case the Corporation shall issue rights or warrants to any Person (including holders of its Common Stock) entitling such Person or Persons to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of Common Stock on the date the Corporation commits or agrees to such issuance, or in case the Corporation shall issue to any Person (including holders of its Common Stock) other securities convertible into or exchangeable for Common Stock for a consideration per share of Common Stock deliverable upon conversion or exchange thereof less than the Current Market Price on the date the Corporation commits or agrees to such issuance, then the Conversion Price in effect immediately prior thereto shall be adjusted as provided below so that the Conversion Price therefor shall be equal to the price determined by multiplying (A) the Conversion Price at which shares of Series D Preferred Stock were theretofore convertible by (B) a fraction of which (x) the denominator shall be the sum of (1) the number of shares of Common Stock outstanding on the date of issuance of the convertible or exchangeable securities, rights or warrants and (2) the number of additional shares of Common Stock offered for subscription or purchase, or issuable upon such conversion or exchange, and (y) the numerator shall be the sum of (1) the number of shares of Common Stock outstanding on the date of issuance of such convertible or exchangeable securities, rights or warrants and (2) the number of additional shares of Common Stock which the aggregate offering price of the number of shares of Common Stock so offered would purchase at the Current Market Price per share of Common Stock. Such adjustment shall be made whenever such convertible or exchangeable securities, rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such securities. However, upon the expiration of any right or warrant to purchase Common Stock, the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section 6(f)(ii), if any such right or warrant shall expire and shall not have been exercised, the Conversion Price shall be recomputed immediately upon such expiration and effective immediately upon such expiration shall be increased to the price it would have been (but reflecting any other adjustments to the Conversion Price made pursuant to the provisions of this Section 6(f) after the issuance of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such rights or warrants. No further adjustment shall be made upon exercise of any right, warrant, convertible security or exchangeable security if any adjustment shall have been made upon issuance of such security. The foregoing notwithstanding, no adjustment shall be made pursuant to this subparagraph (ii) with respect to any particular dividend or other event with respect to which a Payout Election is made. (iii) In case the Corporation shall pay a dividend to all holders of its Common Stock (including any dividend paid in connection with a consolidation or merger in which the Corporation is the continuing corporation) of any shares of capital stock of the Corporation or its subsidiaries (other than Common Stock) or evidences of its indebtedness or assets or cash (excluding dividends or distributions in connection with the liquidation, dissolution or winding up of the Corporation) or rights or warrants to subscribe for or purchase any of its securities or those of its subsidiaries or securities convertible or exchangeable for Common Stock (excluding those securities referred to in Section 6(f)(ii) above), then in each such case the Conversion Price in effect immediately prior thereto shall be adjusted as provided below so that the Conversion Price thereafter shall be equal to the price determined by multiplying (A) the Conversion Price in effect on the record date mentioned below by (B) a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose good faith determination shall be conclusive) as of such record date of the cash, assets, evidences of indebtedness or securities so paid with respect to one share of Common Stock, and the denominator of which shall be the Current Market Price per share of Common Stock on such record date; provided, however, that in the event the then fair market value (as so determined) so paid with respect to one share of Common Stock is equal to or greater than the Current Market Price per share of Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of shares of the Series D Preferred Stock shall have the right to receive the amount and kind of assets, evidences of indebtedness, or securities such holder would have received had such holder converted each such share of Series D Preferred Stock immediately prior to the record date for such dividend. Such adjustment shall be made whenever any such payment is made, and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive the payment. The foregoing notwithstanding, no adjustment shall be made pursuant to this subparagraph (iii) with respect to any particular dividend or other event with respect to which a Payout Election is made. (iv) In case the Corporation shall purchase, redeem or otherwise acquire any shares of Common Stock at a price per share greater than the Current Market Price per share of Common Stock on the date of such event, or in case the Corporation shall purchase, redeem or otherwise acquire other securities convertible into or exchangeable for Common Stock (other than the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock) for a consideration per share of Common Stock into which such security is convertible or exchangeable greater than the per share Current Market Price on the date of such event, then the Conversion Price in effect immediately prior thereto shall be adjusted as provided below so that the Conversion Price therefor shall be equal to the price determined by multiplying (A) the Conversion Price at which shares of Series D Preferred Stock were theretofore convertible by (B) a fraction of which (x) the denominator shall be the Current Market Price per share on the date of such event, and (y) the numerator shall be the Current Market Price per share on the date of such event less the difference between (1) the consideration paid by the Corporation per share of Common Stock (or, in the case of securities convertible into or exchangeable for Common Stock, the consideration per share of Common Stock into which such security is convertible or exchangeable) purchased, redeemed or acquired in such event and (2) the Current Market Price per share on the date of such event. Such adjustment shall be made whenever such Common Stock is issued or sold, and shall become effective immediately after the issuance or sale of such securities. The foregoing notwithstanding, no adjustment shall be made pursuant to this subparagraph (iv) with respect to any particular purchase, redemption or acquisition with respect to which a Payout Election is made. (v) In case the Corporation shall issue or sell any shares of Common Stock at a price per share more than 15% below (or, in the case of any issuance or sale to an affiliate (as defined in the rules of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended) of the Corporation, any amount below) the Current Market Price per share of Common Stock on the date the Corporation commits or agrees to such sale or issuance, then the Conversion Price in effect immediately prior thereto shall be adjusted as provided below so that the Conversion Price therefor shall be equal to the price determined by multiplying (A) the Conversion Price at which shares of Series D Preferred Stock were theretofore convertible by (B) a fraction of which (x) the denominator shall be the sum of (1) the number of shares of Common Stock outstanding on the date of issuance or sale of such shares of Common Stock and (2) the number of additional shares of Common Stock offered for sale or subject to issuance, and (y) the numerator shall be the sum of (1) the number of shares of Common Stock outstanding on the date of issuance or sale of such shares of Common Stock and (2) the number of additional shares of Common Stock which the aggregate offering price of the number of shares of Common Stock so offered or issued would purchase at the Current Market Price per share of Common Stock. Such adjustment shall be made whenever such Common Stock is issued or sold, and shall become effective immediately after the issuance or sale of such securities; provided, however, that the provisions of this subparagraph shall not apply to (1) shares of Common Stock issued upon conver

Optional Conversion. To convert A holder of any share of Series C Preferred Stock may exercise the Conversion Amount into Common Shares on Right of such share by surrendering the certificate therefor, duly endorsed, at the office of the Corporation or of any date (transfer agent for the Series C Preferred Stock, together with a “Conversion Date”), written notice to the Holder Corporation which shall state: (A) transmit by email (or otherwise deliver), for receipt on or prior that such holder elects to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in convert the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company same; 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations shares of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount Series C Preferred Stock being converted, then . Thereupon the Company Corporation 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, 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 determined in good faith by the Board of Directors of the Corporation) of the Common Stock. If the certificate evidencing the Series C Preferred Stock being converted shall also evidence shares of Series C Preferred Stock not being converted, then the Corporation shall also deliver to the holder of such certificate a new Note representing stock certificate evidencing the outstanding Principal Series C Preferred Stock not converted. The Person conversion of any shares of Series C Preferred Stock shall be deemed to have been made immediately prior to the close of business on the date that the shares of Series C Preferred Stock to be converted are surrendered to the Corporation, and the person or Persons persons entitled to receive the shares of Common Shares Stock issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Shares Stock on such date. Any dividends or distributions declared but unpaid at the time of conversion with respect to the Series C Preferred Stock so converted, including any dividends declared on the Common Stock to which the Series C Preferred Stock is entitled pursuant to Section 6 above, shall be paid to the holder of Common Stock issued upon conversion of the Series C Preferred Stock upon the transmission payment date therefore. The Corporation shall give written notice to each holder of a Conversion Noticeshare of Series C Preferred Stock promptly upon the liquidation, dissolution or winding up of the Corporation, 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. To Payee shall have the right, at Payee's option, at any time and from time to time prior to repayment of all amounts due under this Convertible Note or maturity of this Convertible Note, to convert all or any portion of the outstanding Principal due under this Convertible Note into up to Seven Hundred Thousand (700,000) fully paid and nonassessable shares (the "Conversion Amount into Shares") of the Company's common stock, par value $.001 per share (the "Common Shares on any date (a “Conversion Date”Stock"), at a conversion price equal $.71 per share (the Holder "Conversion Price"). The number of Conversion Shares and the Conversion Price are each as set forth in Section 5 hereof. a. In order to exercise the conversion privilege, Payee shall (A) transmit by email (or otherwise deliver)surrender this Convertible Note, for receipt on or prior duly endorsed, to 11:59 p.m.the Company's principal address set forth above, New York Time, on such date, a copy of an executed together with written notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company that Payee elects to convert this Convertible Note or the portion thereof specified in said notice. As promptly as practicable after the surrender of this Convertible Note as aforesaid, in full or in part, and in any event within ten (B10) 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”)days thereafter, the Company Company, at its expense, 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 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 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, Payee a certificate or book-entry position, certificates for the number of full shares of Common Stock issuable upon the conversion of this Convertible Note or portion thereof registered in the name of Payee in accordance with the Holder provisions of this Section 4 and a check or its designee, for the number cash in respect of any fractional interest in respect of a share of Common Shares to which the Holder Stock arising upon such conversion, as provided below. In case this Convertible Note shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion partial conversion, the Company shall execute and deliver to Payee, without charge, a new Convertible Note in an aggregate principal amount equal to the outstanding Principal of this Note is greater than the Principal unconverted portion of the Conversion Amount being surrendered Convertible Note, provided that, except for the amount of shares into which the new Convertible Note may be converted, the new Convertible Note shall have all of the same terms and conditions as this Convertible Note. b. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which this Convertible Note shall have been surrendered and the conversion notice shall have been received by the Company, as aforesaid and Payee shall be deemed to have become on said date the holder of record of the shares of Common Stock issuable upon such conversion. c. No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of this Convertible Note. If any fractional share of Common Stock would be issuable upon the conversion of this Convertible Note, then the Company shall as soon as practicable and make an adjustment therefor in no event later than three (3) Business Days after receipt of this Note and cash at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion price. d. Upon any conversion of this Note Convertible Note, or any portion hereof, appropriate cash adjustment shall be treated made for or on account of any interest accrued hereon or such portion. Upon conversion of all purposes as or any portion of the record holder or holders unpaid Principal amount hereof, the principal obligation due hereunder shall be deemed reduced to the extent of such the value of the aggregate conversion price of the Common Shares upon the transmission of a Conversion NoticeStock acquired thereby.

Optional Conversion. To At any time following the Original Issue Date, each holder of Series C Preferred Stock shall have the right, but not the obligation, to elect to convert all or any portion of such holder’s shares of Series C Preferred Stock into shares of Common Stock, on the following terms and conditions (any such conversion, an “Optional Conversion”). (i) Any holder of Series C Preferred Stock may elect to convert all or 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 share of Series 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 Amount into Election Effective Date, divided by (B) the Conversion Price as of the applicable Conversion Election Effective Date, with fractional shares of Common Shares on any date Stock rounded up or down as provided in Section 6(c)(v) hereof. (ii) In order to effectuate an Optional Conversion of shares of Series C Preferred Stock, the holder of such shares shall submit a written notice to the Corporation, duly executed by such holder (a “Conversion DateNotice”), stating that such holder irrevocably elects to convert the Holder number of shares of Series C Preferred Stock specified in such Conversion Notice. An election to convert shares of Series C Preferred Stock pursuant to an Optional Conversion shall be deemed to have been made as of the following dates (the “Conversion Election Effective Date”): (A) transmit on the date of receipt, with respect to any Conversion Notice received by email (or otherwise deliver), for receipt on the Corporation at or prior to 11:59 5:00 p.m., New York TimeCity time, on such dateany Business Day, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii)on the next Business Day following such receipt, 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 any Conversion Notice (received by the Corporation on a non-Business Day or such earlier date as required 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 election is made, and the issuance of all shares of Common Stock to be issued pursuant to the Exchange Act or other applicable lawsuch conversion, rule or regulation for the settlement shall become effective as of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Election Effective 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than Within three (3) Business Days after receipt of this Note and at its own expensethe applicable Conversion Election Effective Date, issue and the Corporation shall deliver to the applicable holder a new Note representing (or, if applicable, in the 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 the record holder or holders name of such Common Shares upon holder’s designee as stated in the transmission of a Conversion Notice), by book-entry delivery, a number of shares of Common Stock equal to the number of shares to which such holder is entitled pursuant to such Optional Conversion.

Optional Conversion. To convert At any Conversion Amount into Common Shares on time and from time to time, any date (a “Conversion Date”), the Holder shall have the right, at its option, to convert all or any portion of the shares of Series B Preferred Stock (A) transmit by email (including all accrued dividends paid or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy payable in shares of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company Series B Preferred Stock 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 any fraction of a Conversion Notice (or share) held by 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 Holder into 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 shares of fully paid and nonassessable Common Shares to which Stock as equals the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or product of (Yi) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares shares of Series B Preferred Stock to which be converted by such Holder and (ii) the quotient of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional conversion of Series B Preferred Stock shall be deemed to have been effected as of the close of business on the 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 holder of such Series B Preferred Stock as such Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion cease 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled in whose name or names any certificate or certificates for shares of Common Stock are to receive the Common Shares issuable be issued upon a such conversion of this Note shall be treated for all purposes as deemed to have become the record holder or holders of record of the shares of Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series B Preferred Stock is to be made in connection with a public offering other 5 37 than a Qualified Public Offering or a Sale of the Corporation other than a Qualified Sale of the Corporation, such Common Shares conversion may, at the election of the Holder, be conditioned upon the transmission consummation of a Conversion Noticethe 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. The Holder is entitled, at its option, to convert at any time and from time to time until payment in full of this Debenture, all or any part of the principal amount of the Debenture, plus accrued interest, into shares (the "Conversion Shares") of the Company's common stock, $0.001 par value ("Common Stock"), at the price per share (the "Conversion Price") equal to the lower of either (a) an amount equal to 120 % of the of the closing bid price of the Common Stock ( the "Fixed Price") 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 averaged five (5) lowest Closing Bid Price of the Common Stock for the twenty (20) trading days immediately preceding the Conversion 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 Stock is not traded on a Principal Market, the Closing Bid Price shall mean, the reported Closing Bid Price for the Common Stock, as furnished by the National Association of Securities Dealers, Inc., for the 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 the nearest whole share. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”)this Debenture, the Holder hereof shall (A) transmit by email (or otherwise deliver)deliver written notice thereof, for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion substantially in the form attached hereto as of Exhibit I "A" to this Debenture, with appropriate insertions (the “"Conversion Notice”) "), to the Company and at its address as set forth herein. The date upon which the conversion shall be effective (Bthe "Conversion Date") if required by Section (3)(b)(iii), surrender this Note shall be deemed 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 be 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified set forth in the Conversion Notice, a certificate provided that the Company or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of transfer agent delivers the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three Shares within ten (310) Business Days business days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice. If such Conversion Shares are not delivered within such ten (10) business day period, the Conversion Date shall be the date such shares are actually delivered to the Holder.

Optional Conversion. To (a) At the option of the Payee, at any time prior to payment in full of the unpaid principal balance of this Note, the Payee may elect to convert all or any portion of the unpaid principal balance of this Note into a number of shares of common stock of the Maker (the “Common Stock”) equal to: (i) the portion of the unpaid principal amount of the Note being converted pursuant to this Section 3, divided by (ii) $________ (the “Conversion Amount into Price”). (b) Upon any complete or partial conversion of the unpaid principal amount of this Note (i) such unpaid principal amount shall be so converted and such converted portion of this Note shall be deemed to have been fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to the Maker or such other address which the Maker shall designate against delivery of the Common Shares Stock, (iii) the Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note described in Section 3(a), the Maker shall deliver to Payee, at the option of the Maker: (A) the Common Stock, which shall bear such legends as are required, in the opinion of counsel to the Maker or by any other agreement between the Maker and the Payee and applicable state and federal securities laws, (B) an amount in cash equal to the product of (x) the number of shares of Common Stock to be delivered, multiplied by (y) the closing price for the Common Stock on any the trading day that notice of conversion was delivered to the Maker (the “Cash Conversion Amount”), or (C) a combination of Common Stock and cash equal to the Cash Conversion Amount. If the date on which the Payee chooses to exercise this right in accordance with the provisions of Section 3 hereof (a the “Conversion Date”) occurs on the same day as an Interest Payment Date, the Maker shall also pay the Payee a fee in the amount equal to the interest that would have become due and payable pursuant to Section 2 hereof on the relevant Interest Payment Date. (c) Upon exercise of this conversion, the Maker shall promptly (but in no event later than two business days after the Conversion Date), upon the Holder shall (A) transmit by email (or otherwise deliver)request of the Payee, for receipt on or prior credit such aggregate number of shares of Common Stock to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in which the 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 Payee is entitled pursuant to such Conversion Notice) (exercise to the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates Payee’s or the book-entry position of the Common Shares and provided that the Transfer Agent is participating in the its designee’s balance account with The Depository Trust Company's Company (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system system, or (Y) if the Transfer Agent Maker’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program (the “FAST Program”) or if the certificates are required to bear a legend regarding restriction on transferability, issue and deliver to the address as specified dispatch by overnight courier, a certificate, registered in the Conversion Notice, a certificate or book-entry position, registered Maker’s share register in the name of the Holder Payee or its designee, for the number of shares of Common Shares Stock to which the Holder Payee is entitled pursuant to such exercise. The Payee, or any natural person or legal entity permissibly so designated by the Payee to receive the shares of Common Stock, shall be entitled which deemed to have become the holder of record of such shares of Common Stock as of the Conversion Date, irrespective of the date such shares of Common Stock are credited to the Payee’s DTC account or the date of delivery of the certificates shall not bear any restrictive legends unless evidencing such shares of Common Stock, as the case may be. (d) If by the close of the second business day after the Conversion Date, the Maker fails to deliver to the Payee a certificate representing the required number of shares of Common Stock in the manner required pursuant to rules Section 3(c) hereof or fails to credit the Payee’s balance account with DTC for such number of shares of Common Stock to which the Payee is entitled, and if after such second business day and prior to the receipt of such shares of Common Stock, the Payee purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Payee of shares which the Payee anticipated receiving upon such exercise (a “Buy-In”), then the Maker shall, within two business days after the Payee’s request and in the Payee’s sole discretion, either (i) pay in cash to the Payee an amount equal to the Payee’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased, at which point the Maker’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate or (ii) promptly honor its obligation to deliver to the Payee a certificate or certificates representing such shares of Common Stock and pay cash to the Payee in an amount equal to the excess (if any) of Payee’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In over the product of (A) the number of shares of Common Stock purchased in the Buy-In, times (B) the closing price of a share of Common Stock on the Conversion Date. (e) In connection with the conversion of all or any portion of the unpaid principal balance of this Note into Common Stock, neither the Maker nor any person acting on its behalf will take any action which would result in the Common Stock being exchanged by the Maker other than with the Maker's existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. (f) The Maker shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Common Stock and/or cash upon conversion of this Note pursuant hereto; provided, however, that the Payee shall pay any transfer taxes resulting from any transfer requested by the Payee in connection with any such conversion. (g) Notwithstanding anything herein to the contrary, the Maker shall not effect any conversion of this Note, and the Payee shall not have the right to convert any portion of this Note, to the extent that, the Payee (together with the Payee’s affiliates, and any other person whose beneficial ownership of Common Stock would be aggregated with the Payee’s for purposes of Section 13(d) or Section 16 of the United States Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable regulations of the Commission, including any “group” of which the Payee is a member (the foregoing, the “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Payee and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note, but shall exclude the number of shares of Common Stock which are issuable upon exercise or conversion of the unexercised or unconverted portion of any other securities of the Maker (including any warrants) beneficially owned by the Payee or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation contained herein. For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Commission. If this Note is physically surrendered In addition, for conversion purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the outstanding Principal applicable regulations of the Commission. For purposes of this Note is greater than Section 3(d), in determining the Principal portion number of outstanding shares of Common Stock, the Payee may rely on the number of outstanding shares of Common Stock as stated in the most recent of the Conversion Amount being convertedfollowing: (A) the Maker’s most recent periodic or annual filing with the Commission, as the case may be, (B) a more recent public announcement by the Maker that is filed with the Commission, or (C) a more recent notice by the Maker or the Maker’s transfer agent to the Payee setting forth the number of shares of Common Stock then outstanding. Upon the Company shall as soon as practicable and in no event later than written request of the Payee (which may be by email), the Maker shall, within three (3) Business Days after receipt of this Note and at its own expensebusiness days, issue and deliver confirm in writing to the holder a new Note representing Payee (which may be via email) the number of shares of Common Stock then outstanding. In any case, the number of outstanding Principal not convertedshares of Common Stock shall be determined after giving effect to any actual conversion or exercise of securities of the Maker, including shares of Common Stock, by the Payee or its Attribution Parties since the date as of which such number of outstanding shares of Common Stock was last publicly reported or confirmed to the Payee. The Person or Persons “Beneficial Ownership Limitation” shall initially be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to Section 3(b) hereof. The Maker shall be entitled to receive rely on representations made to it by the Payee regarding its Beneficial Ownership Limitation. (h) Notwithstanding the foregoing, by written notice to the Maker, which will not be effective until the sixty-first (61st) day after such notice is delivered to the Maker, the Payee may reset the Beneficial Ownership Limitation percentage to a higher or lower percentage, not to exceed 19.9% of the number of shares of the Common Shares issuable upon Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to Section 3(b) hereof. Upon such a conversion change by the Payee of this Note shall the Beneficial Ownership Limitation, the Beneficial Ownership Limitation may not be treated for all purposes as further amended by the record holder or holders of such Common Shares upon Payee without first providing the transmission minimum notice required by Section 3(e) hereof. Notwithstanding the foregoing, at any time following notice of a Conversion NoticeFundamental Change, the Payee may waive and/or change the Beneficial Ownership Limitation effective immediately upon written notice to the Maker and may reinstitute the Beneficial Ownership Limitation at any time thereafter effective immediately upon written notice to the Maker.

Optional Conversion. To (a) Upon and subject to the terms and conditions set out in this Section 5.1, the Series C Holders shall have the right, at any time and from time to time, to convert all or any Conversion Amount part of their Series C Preferred Shares into that number of fully paid and non-assessable Common Shares that is equal to the number of Series C Preferred Shares to be converted multiplied by the Conversion Rate in effect on the date of conversion. (b) The conversion right provided for in Section 5.1(a) may be exercised by any date (Series C Holder by delivery of a “Conversion Date”), the Holder shall (A) 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 form attached hereto as Exhibit I writing (the “Conversion Notice”) ), together with the certificate or certificates representing the Series C Preferred Shares in respect of which the Series C Holder wishes to exercise its right of conversion and delivering such certificate or certificates 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 Secretary of the Company (or an indemnification undertaking reasonably satisfactory to Corporation at the Company with respect to this Note in the case of its loss, theft or destruction)Corporation’s registered office. On or before the third (3rd) Trading Day following the date of receipt of a The Conversion Notice (shall be signed by such holder or such earlier date as required pursuant by its duly authorized attorney or agent and shall specify the number of Series C Preferred Shares which the Series C Holder desires to have converted. If less than all the Exchange Act Series C Preferred Shares represented by a certificate 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 certificates are to such Conversion Notice) (the “Share Delivery Date”)be converted, 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 Series C Holder shall be entitled to receive, at the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if expense of 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 NoticeCorporation, a new certificate representing the Series C Preferred Shares represented by the surrendered certificate or book-entry position, registered certificates that are not to be converted. (c) The share certificates representing any Common Shares issued upon the conversion of Series C Preferred Shares shall be issued at the expense of the Corporation in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations registered holder of the CommissionSeries C Preferred Shares converted or in such name or names as the registered holder may direct in writing. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive In any case where the Common Shares issuable upon are to be issued in the name of a conversion person other than the holder of this Note the converted Series C Preferred Shares, the transfer form on the back of the certificates in question shall be treated endorsed by the registered holder of the Series C Preferred Shares or its duly authorized attorney or agent. (d) Each Series C Holder who elects to convert its Series C Preferred Shares, in whole or in part (or any other person or persons in whose name or names any certificates representing Common Shares are issued as provided in Section 5.1(c)), shall be deemed to have become the holder of record of the Common Shares into which such Series C Preferred Shares are converted, for all purposes purposes, on the date of receipt by the Corporation of a duly completed Conversion Notice and the certificate or certificates representing the Series C Preferred Shares to be converted as provided in Section 5.1(b) and, effective as of such date, the Series C Holder shall cease to be registered as the holder of record holder or holders of such Common the Series C Preferred Shares upon the transmission of a Conversion Noticeso converted.

Optional Conversion. To convert Any holder of shares of Series F Preferred Stock shall have the right, at its option, at any Conversion Amount time and from time to time, to convert, subject to the terms and provisions of this Section 7, any or all of such holder's shares of Series F Preferred Stock into such number of fully paid and non-assessable shares of Common Shares on any date Stock as is equal to the product of the number of shares of Series F Preferred Stock being so converted multiplied by the quotient of (a “Conversion Date”i) the Accreted Value divided by (ii) the conversion price of $0.60 per share, subject to adjustment as provided in Section 7(d) below (such price as in clause (ii), the Holder "Conversion Price"). Such conversion right shall be exercised by the surrender of certificate(s) representing the shares of Series F Preferred Stock to be converted to the Corporation at any time during usual business hours at its principal place of business to be maintained by it (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of shares of Series F Preferred Stock), accompanied by written notice that the holder elects to convert such shares of Series F 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(j) below. All certificates representing shares of Series F Preferred Stock surrendered for conversion shall be delivered to the Corporation for cancellation and canceled by it. As promptly as practicable after the surrender of any shares of Series F Preferred Stock, the Corporation shall (Asubject to compliance with the applicable provisions of federal and state securities laws) transmit by email (or otherwise deliverdeliver to the holder of such shares so surrendered certificate(s) representing the number of fully paid and non-assessable shares of Common Stock into which such shares are entitled to be converted and, to the extent funds are legally available therefor, an amount equal to all accrued and unpaid dividends, if any, payable with respect to such shares in accordance with Section 3 above. At the time of the surrender of such certificate(s), the Person in whose name any certificate(s) for receipt on or prior shares of Common Stock shall be issuable upon such conversion shall be deemed to 11:59 p.m., New York Time, be the holder of record of such shares of Common Stock on such date, a copy notwithstanding that the share register of an executed notice of conversion in the form attached hereto as Exhibit I (Corporation shall then be closed or that 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 certificates representing such Common Shares issuable pursuant Stock shall not then be actually delivered 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion NoticePerson.

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

Optional Conversion. To convert any Conversion Amount into shares of Common Shares Stock on any date (a “Conversion Date”), the Holder shall (A) 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 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 first (3rd1st) 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 of Common Stock or the book-entry position of the shares of Common Shares Stock and provided that the Transfer Agent is participating in the Depository Trust Company's ’s (“DTC”) Fast Automated Securities Transfer (“FAST”) Program, instruct such transfer agent to credit such aggregate number of shares of Common Shares Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Shares Stock upon the transmission of a Conversion Notice.

Optional Conversion. To Each Holder shall have the right, at any time commencing after the issuance, to convert any the Stated Value of such shares, as well as accrued but unpaid declared dividends on the Series 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 into Common Shares on any date (a shall equal the Conversion Amount divided by the Conversion Price then in effect. The “Conversion Date”)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 Stock shall be issued upon conversion of Series C Preferred. In lieu of any fractional share to which the holder would otherwise be entitled, the Company shall round up to the nearest whole share. In order to convert Series C Preferred into shares of Common Stock, the Holder shall surrender the certificate or certificates therefor, duly endorsed, to the office of the Company, and shall give written notice to the Company at such office that the Holder elects to convert the same, the number of shares of Series C Preferred so converted and a calculation of the Conversion Price (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a with an advance copy of the certificate(s) and the notice 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 Company as provided above, or the Holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) agreement satisfactory to the Company and (B) if required its transfer agent to indemnify the Company from any loss incurred by Section (3)(b)(iii), surrender this Note it in connection with such certificates. Notice of conversion may be given by a Holder at any time during the day up to a nationally recognized overnight delivery service for delivery 5:00 p.m. New York City time and such conversion shall be deemed to have been made immediately prior to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case close of its loss, theft or destruction). On or before the third (3rd) Trading Day following business on the date notice of receipt conversion is received by the Company. Within three (3) business days after the notice of a Conversion Notice (or such earlier date as required pursuant to conversion is delivered in accordance with 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”)procedures set forth above, the Company shall (X) if legends are not required to be placed on certificates or instruct 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 issue shares of its Common Shares Stock and to which forward the Holder shall be entitled same to the 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 Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert (i) Subject to and in compliance with the provisions of this Section 4, any Conversion Amount shares of Series A Convertible Preferred Stock (including, without 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 or from time to time at the option of the holder, be converted into fully paid and non-assessable shares of Common Shares on any date (Stock. The number of shares of Common Stock to which a “Conversion Date”), holder of Series A Convertible Preferred Stock shall be entitled upon such conversion shall be the Holder shall product obtained by multiplying (A) transmit the number of shares of Series A Convertible Preferred Stock being converted, 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 form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section [____] (3)(b)(iiithe "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 giving 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), surrender this Note but without giving effect to a nationally recognized overnight delivery service for delivery any shares issued pursuant to the Company (or an indemnification undertaking reasonably satisfactory exercise of rights issued pursuant to the Company 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 or 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 the above calculation (it being understood that the holders of the Underlying Shares issuable upon conversion of the Series A Convertible Preferred Stock shall be entitled to receive rights pursuant to the Rights Agreement to the extent that they would have been entitled to receive them pursuant to the Rights Agreement had they been holders of such Underlying Shares during the period from and after August 14, 2001 and prior to the issuance of the Series A Convertible Preferred pursuant to the Plan).] (ii) To exercise conversion rights under this Section 4(a), a holder of Series A Convertible Preferred Stock to be so converted shall (a) surrender the certificate or certificates representing the shares being converted to the Secretary of the Corporation at its principal office, accompanied by evidence of proper assignment thereof to the Corporation and (b) shall give written notice to the Secretary of the Corporation at that office that such holder elects to convert such shares, such written notice to include the name or names (with address or addresses) in which the 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 A Convertible Preferred Stock 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 certificates representing the shares being converted to the appropriate department of the Corporation's transfer agent, accompanied 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 DWAC 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 when a Conversion Notice is delivered to the Corporation, or the date when a DWAC Conversion Notice is delivered to the Corporation's transfer agent, together with the certificate or certificates representing the shares of Series A Convertible Preferred Stock being converted, shall be the "Conversion ---------- Date" with respect to such shares. As promptly as practicable after the ---- Conversion Date and in compliance with applicable 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 Note 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 its loss, theft or destruction). On or before a transmission through the third (3rdDWAC system in which all of the conditions set forth in this Section 4 and in Section 10(d) 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”)have been met, the Company Corporation 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 cause its transfer agent to credit such aggregate deliver (in accordance with, and subject to the provisions of, Section 10(d)) the number of full shares of Common Shares 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 which cause its transfer agent to deliver the Holder shall be entitled shares of Common Stock issuable upon the conversion of shares of Series A Convertible Preferred Stock pursuant to the 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 a DWAC Conversion Notice, a the holder of the shares being converted may revoke the DWAC Conversion Notice at any time prior to the delivery or issuance of such shares. A conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series A Convertible Preferred Stock shall cease and the person or persons in whose name or names any certificate or book-entry position, registered in the name of the Holder or its designee, certificates for the number shares of Common Shares to which the Holder Stock shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a such conversion of this Note shall be treated for all purposes as deemed to have become the record holder or holders of such record of the shares of Common Shares upon the transmission of a Conversion NoticeStock represented thereby.

Optional Conversion. To (a) Subject to and in compliance with the provisions of this Section 4.1(a) and subject to compliance with the requirements of the Law, any Series A-1 Senior Preferred Share may, at the option of the holder thereof, be converted at any time into fully-paid and non-assessable 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 Conversion Amount into Common Shares on any date (a “Conversion Date”)transfer agent for the Series A-1 Senior Preferred Shares, the Holder and shall (A) 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 give written notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note at such office that such holder has elected to a nationally recognized overnight delivery service for delivery to convert such shares. Such notice shall state the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case number of its loss, theft or destruction)Series A-1 Senior Preferred Shares being converted. 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”)Thereupon, the Company shall (X) if legends are not required promptly issue and deliver to be placed on such holder at such office a certificate or certificates or for 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 Ordinary Shares to which the Holder holder is entitled. No fractional Ordinary Shares 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 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 issued upon conversion of the Holder or its designeeSeries A-1 Senior Preferred Shares, for and the number of Common Ordinary Shares to which be so issued to a holder of Series A-1 Senior Preferred Shares upon the Holder conversion of such Series A-1 Senior Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be entitled which certificates rounded to the nearest whole share (with one-half being rounded upward). Such conversion shall not bear any restrictive legends unless required pursuant be deemed to rules and regulations have been made at the close of business on the date of the Commission. If this Note is physically surrendered for conversion surrender of the certificates representing the Series A-1 Senior Preferred Shares to be converted, 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons person entitled to receive the Common Ordinary Shares issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Ordinary Shares upon the transmission of a Conversion Noticeon such date.

Optional Conversion. To convert (i) At the option of the holder of this Note, at any Conversion Amount into Common time prior to the Authorized Shares on Increase, any date (a “Conversion Date”), the Holder shall portion of this Note may be converted into: (A) transmit a number of Shares determined by email dividing the applicable principal amount and accrued interest of this Note being converted by $[___]2, up to a number of Shares equal to a number of shares of Common Stock that represents such holder’s proportionate share (or otherwise deliverdetermined 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), for receipt on or prior to 11:59 p.m.and (B) a Common Stock Purchase Warrant, New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company 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) At the option of the holder of this Note, at any time after 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 accrued interest of this Note being converted by $[___] 3 and (B) if required by Section (3)(b)(iii)a Common Stock Purchase Warrant, surrender this Note to a nationally recognized overnight delivery service for delivery in the form attached to the Company (or an indemnification undertaking reasonably satisfactory Agreement, to the Company with respect to this Note in the case purchase a number of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date shares 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 Common Stock underlying 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for Stock Purchase Warrant determined by multiplying the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required received pursuant to rules and regulations clause (A) of the Commissionthis sentence by 0.85. If this Note is physically surrendered for Any conversion and the outstanding Principal of a portion of this Note is greater than effected under this clause shall be referred to as a “Post-Authorized Optional Conversion”. (iii) Following each Pre-Authorized Optional Conversion and Post-Authorized Optional Conversion, 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion aggregate principal amount of this Note shall be treated for all purposes as reduced by an amount equal to the record applicable principal amount of this Note so converted in accordance with this Section 8. In order to effectuate a conversion under this Section, the holder or holders 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 Shares upon Stock Purchase Warrants to such holder in accordance with this Section 8. If a portion of the transmission principal amount of this Note is being converted, the Company shall issue a Conversion Noticereplacement Note to the holder of this Note representing the remaining principal amount of this Note that has not been converted.

Optional Conversion. To Each share of Series A-1 Preferred Stock shall be convertible, at the option of the Holder thereof, in 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, and from time to 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 instance, 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 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 any Conversion Amount shares of Series A-1 Preferred Stock into shares of Class A Common Shares on any date (a “Conversion Date”Stock pursuant to this Section 7(a), the Holder shall must surrender the certificates representing such shares of Series A-1 Preferred Stock (A) transmit by email (or, if such certificate or otherwise delivercertificates have been lost, stolen, or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Company), 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 form attached hereto as Exhibit I (the “Conversion Notice”) accompanied by transfer instruments reasonably satisfactory to the Company and (B) if required by Section (3)(b)(iii)Company, surrender this Note to a nationally recognized overnight delivery service for delivery to the principal office of the Company (or an indemnification undertaking reasonably satisfactory such other place mutually acceptable to the Company Holder and the Company), together with written notice that such Holder elects to convert all or such number of shares represented by such certificates as specified therein. With respect to a conversion pursuant to this Note in the case of its lossSection 7(a), theft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice such certificates, together with such notice by the Company or (or such earlier in accordance with the immediately preceding sentence) its authorized agent will be the 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) conversion (the “Share Delivery Optional Conversion 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into Common Ordinary Shares on any date (a “Conversion Date”), the Holder shall (A) 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 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 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 Common Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Ordinary Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (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 Holder or its designee, for the number of Common Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Ordinary Shares upon the transmission of a Conversion Notice.

Optional Conversion. To (i) Each ▇▇ ▇▇▇▇▇▇ shall be entitled to convert any or all of its CR Shares at any time, without the payment of any additional consideration, into such number of fully paid and non-assessable 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 Amount 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 Common Class A Ordinary Shares. (ii) The ▇▇ ▇▇▇▇▇▇ who desires to convert its CR Shares on into Class A Ordinary Shares shall surrender the certificate or certificates therefor (or an affidavit in respect of any date (a “Conversion Date”lost certificates), duly endorsed, at the Holder office of the Company or any transfer agent for the CR Shares, and shall (A) 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 give written notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note at such office that such ▇▇ ▇▇▇▇▇▇ has elected to a nationally recognized overnight delivery service for delivery to convert such CR Shares. Such notice shall state the Company (or an indemnification undertaking reasonably satisfactory to number of the Company with respect to this Note in the case of its loss, theft or destruction)CR Shares being converted. 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”)Thereupon, the Company shall promptly (Xand in any event within five (5) if legends are not required Business Days) issue and deliver to be placed on such ▇▇ ▇▇▇▇▇▇ at such office a certificate or certificates or for 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 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 entitled to the 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 issued upon conversion of the Holder or its designeeCR Shares, for and the number of Common Class A Ordinary Shares to which be so issued to a ▇▇ ▇▇▇▇▇▇ upon the Holder conversion of such CR Shares (after aggregating all fractional Class A Ordinary Shares that would be issued to such holder) shall be entitled which certificates rounded to the nearest whole Class A Ordinary Share (with one-half being rounded upward). Such conversion shall not bear any restrictive legends unless required pursuant be deemed to rules and regulations have been made at the close of business on the date of the Commission. If this Note 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 members is physically surrendered for conversion updated, 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Class A Ordinary Shares issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Class A Ordinary Shares upon the transmission of a Conversion Noticeon such date.

Optional Conversion. To convert any Conversion Amount into shares of Common Shares Stock on any date (a “"Conversion Date”"), the Holder shall (A) transmit by email facsimile or electronic mail (or otherwise deliver), for receipt delivery on or prior to 11:59 5:00 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the 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 (3)(b)(iiias defined below), surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking reasonably satisfactory to the Company 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 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 receipt delivery 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 (Xx) 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 Company (“"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 shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission At Custodian system or (Yy) 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 positioncertificate, registered in the name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commissionentitled. 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 delivery of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 19(d)) representing the 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 the record holder or holders of such shares of Common Shares upon Stock on the transmission Conversion Date, if such day is a Business Day, and if not, then on the next Business Day, irrespective of a Conversion Noticethe date such shares of Common Stock are credited to the Holder's account with DTC or the date of delivery of the 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 Common Stock for the five trading days immediately prior to signing definitive documents.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”1) Upon and subject to the terms and conditions set forth in this Section 5.1(d)(iii), the Holder holders of Preferred Interests shall have the right, at any time and from time to time, to convert all or any of their Preferred Interests into a number of duly authorized and validly issued Common Interests per Preferred Interest (the “Conversion Rate”) that is equal to the quotient obtained by dividing (A) transmit by email 50,000, by (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy B) the number of an executed notice Preferred Interests issued and outstanding upon closing of conversion the transactions contemplated in the form attached hereto Exchange Agreement, as Exhibit I 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. (2) The conversion right provided for in this Section 5.1(d)(iii) may be exercised by any holder of the Preferred Interests by delivery of a notice in writing (the “Optional Conversion Notice”) to the Company 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. (B3) if required by Section (3)(b)(iii)As promptly as practicable after the Optional Conversion Date, surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to shall update the books and records of the Company with respect to this Note reflect the number of Common Interests issued to each holder, as specified in the case Optional Conversion Notice. If less than all the Preferred Interests held by a holder are to be converted, the books and records of the Company shall be updated, as soon as practicable after the date of such conversion, to reflect the number of Preferred Interests held by such holder that were not converted. (4) Each holder of Preferred Interests who elects to convert its lossPreferred Interests, theft in whole or destruction). On or before in part, shall be deemed to have become the third (3rd) Trading Day following holder of 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 (or the “Optional Conversion Date”) and, effective as of such earlier date date, the holder of the Preferred Interests shall cease to be registered as required the holder of record of the Preferred Interests so converted. The holder of any Preferred Interests converted into Common Interests 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 Noticethis Section 5.1(d)(iii) (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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver payment of Distributions payable solely to the address as specified in holders of Preferred Interests declared or paid following the Optional Conversion Notice, a certificate or book-entry position, registered in Date but shall instead be entitled to the name payment of Distributions payable to the Holder or its designee, for the number holders of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion NoticeInterests.

Optional Conversion. To convert (i) At any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or time prior to 11:59 p.m.the Maturity Date, New York Timeat the option of Holder in his sole discretion, on such dateall or any portion of the Principal Amount or Principal Balance, as applicable, of this Note may be converted (an “Optional Conversion”) into a copy number of an executed shares of Parent Common Stock (the “Optional Conversion Shares”) equal to the amount of the Principal Amount or Principal Balance, as applicable, to be converted divided by the Note Conversion Price. (ii) In order to exercise the right of Optional Conversion, ▇▇▇▇▇▇ shall surrender this Note at the principal office of Obligor and shall give written notice of conversion such exercise, substantially in the form of Appendix 1 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 Obligor at such office. Such Optional Conversion shall be deemed to have been effected at the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case close of its loss, theft or destruction). On or before the third (3rd) Trading Day following business on 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 which such Conversion Notice) (, duly completed and executed, shall have been given as aforesaid, and, at such time, such portion of the “Share Delivery Date”)Principal Amount or Principal Balance, as applicable, as is subject to such Optional Conversion shall be applied by Parent for and on behalf of Obligor in full payment of the Company shall (X) if legends are not required Optional Conversion Shares to be placed on certificates or the book-entry position issued by Parent to Holder as a result of the Common Shares Optional Conversion and provided such application shall discharge Obligor from all liability in respect of such portion of the Principal Amount or Principal Balance, as applicable, that the Transfer Agent is participating in the Depository Trust Company's (“DTC”) Fast Automated Securities Transfer Programconverted, instruct such transfer agent to credit such aggregate number of Common Shares to which the and Holder shall be entitled deemed for all purposes to have become the 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 holder of the Holder or its designeeOptional Conversion Shares. (iii) As promptly as practicable, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and but in no event later than three five (5) Business Days, after an Optional Conversion, (1) Obligor, at its expense, shall cause the Conversion Notice presented by Holder to Obligor, and any other documents necessary for such Optional Conversion, to be effected, (2) Parent shall cause the Optional Conversion Shares to be issued to Holder and shall cause Holder’s name to be entered in the Parent’s shareholders’ registry with respect to such Optional Conversion Shares, (3) Business Days after receipt Obligor shall cause to be paid to Holder all Accrued Interest through and including the date of the Optional Conversion on that portion of the Principal Amount or Principal Balance, as applicable, subject to such Optional Conversion and (4) Obligor shall cause to be delivered to Holder a Convertible Subordinate Note, in form and substance identical to this Note, for the remaining Principal Balance if such Optional Conversion was not for the entire portion of the Principal Amount or Principal Balance, as applicable. Notwithstanding any provision of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note contrary, no Optional Conversion shall be treated for all purposes deemed to have occurred unless and until Obligor shall have complied with the obligations set forth in this paragraph, whereupon such Optional Conversion shall be deemed to have been effective as of the date the Conversion Notice is given to Obligor; provided, however, that no failure by Obligor to so comply with such obligations shall prohibit Holder from exercising his rights as the record holder or holders of such Common Shares upon the transmission of a Optional Conversion NoticeShares.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I II (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note 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 Note Debenture in the case of its loss, theft or destruction). On or before the third first (3rd1st) 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 Company’s transfer agent (the “Transfer Agent Agent”) is participating in the Depository Trust Company's ’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent Transfer Agent to credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (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 Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commissionentitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert Any holder of the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares shall have the right, at its option, at any Conversion Amount into Common Shares on any date (a “Conversion Date”)time and from time to time, the Holder shall (A) transmit by email (or otherwise deliver)to convert, 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 form attached hereto as Exhibit I (the “Conversion Notice”) subject to the Company terms and provisions of this Section 7, any or all of such holder’s Series A Preferred Shares, Series B Preferred Shares and/or Series C Preferred Shares, as applicable, into such number of fully paid and non-assessable Ordinary Shares as is determined by dividing (Bi) if required the Series A Subscription Price by the then effective Conversion Price for the Series A Preferred Shares, or (ii) the Series B Subscription Price by the then effective Conversion Price for the Series B Preferred Shares, or (iii) the Series C Subscription Price by the then effective Conversion Price for the Series C Preferred Shares, as applicable. The Conversion Price for any Series A Preferred Shares shall initially be equal to the Series A Subscription Price, which is subject to certain adjustment as set forth in Section (3)(b)(iii7(d). The Conversion Price for any Series B Preferred Shares shall initially be equal to the Series B Subscription Price, which is subject to certain adjustment as set forth in Section 7(d). The Conversion Price for any Series C Preferred Shares shall initially be equal to the Series C Subscription Price, which is subject to certain adjustment as set forth in Section 7(d). The conversion right shall be exercised by the surrender this Note of certificate(s) representing the Series A Preferred Shares, Series B Preferred Shares and/or Series C Preferred Shares, to a nationally recognized overnight delivery service for delivery be converted to the Company (or lost certificate affidavit and an indemnification undertaking agreement) at any time during usual business hours at its principal place of business to be maintained by it (or such other office or agency of the Company as the Company may designate by notice in writing to holders of the Series A Preferred Shares, the holders of Series B Preferred Shares and the holders of Series C Preferred Shares), accompanied by written notice (which shall be irrevocable) that the holder has elected to convert such Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares, as applicable and specifying the number of the Series A Preferred Shares, Series B Preferred Shares or Series C to be converted. If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Company with respect to this Note in duly executed by the case holder or its duly authorized legal representative and transfer tax stamps or funds therefor, , accompanied by certificates representing the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares, as applicable, which shall be surrendered for conversion and canceled by the Company. As promptly as practicable after the surrender of its losscertificates for any Series A Preferred Shares, theft Series B Preferred Shares or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice Series C Preferred Shares (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 Noticelost certificate affidavit and an indemnification agreement) but in any event no later than five (the “Share Delivery Date”)5) Business Days thereafter, the Company shall (Xsubject to compliance with the applicable provisions of federal and state securities laws) 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note of such shares so surrendered certificate(s) representing the outstanding Principal not converted. The Person or Persons number of fully paid and nonassessable Ordinary Shares into which such shares are entitled to receive be converted and a copy of the Common register of members showing such Ordinary Shares. At the time of the surrender of such certificate(s), the Company will hold the Series A Preferred Shares, the Series B Preferred Shares and Series C Preferred Shares, as applicable, in trust for the Person in whose name any certificate(s) for Ordinary Shares shall be issuable upon a such conversion from the time of this Note shall be treated for all purposes as surrender until the record holder or holders register of such Common Shares upon the transmission of a Conversion Noticemembers is updated.

Optional Conversion. To convert any one or more Preferred Shares into Conversion Amount into Common Shares on any date (a “Conversion Date”), the a Holder shall deliver (A) transmit by email (whether via electronic mail or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion of the Preferred Share(s) subject to such conversion in the 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)Company. On or before the third first (3rd1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms set forth herein. On or before the first (1st) Trading Day following each date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the Exchange 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Common Conversion Shares issuable pursuant to such Conversion Notice) (the “Share Delivery DateDeadline”), the Company shall (X1) 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 FAST and such shares of Common Stock (i) (A) may then be sold by the Depository Trust applicable Holder pursuant to an available and effective registration statement and (B) such Holder provides such documentation or other information evidencing the sale of the shares of Common Stock as the Company's , the Transfer Agent or legal counsel to the Company shall reasonably request (which, for the avoidance of doubt, shall not include the requirement of a medallion guarantee or a legal opinion) or (ii) may be sold by such Holder pursuant to Rule 144 of the 1933 Act, as applicable (the “DTCResale Eligibility Conditions”) Fast Automated Securities Transfer Program), instruct such transfer agent to credit such aggregate number of Common Conversion Shares to which the such Holder shall be entitled pursuant to the such conversion to such Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission system at Custodian system, or (Y2) if the Transfer Agent is not participating in FAST or the DTC Fast Automated Securities Resale Eligibility Conditions are not satisfied, upon the request of such Holder, make a Book-Entry on the registry of Common Stock at the Transfer Program, issue and deliver Agent (the “Common Stock Registry”) evidencing the issuance to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the such Holder (or its designee, for ) of the number of Common Conversion Shares to which the such Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not convertedentitled. The Person or Persons entitled to receive the Common Conversion Shares issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such Conversion Shares on the Conversion Date; provided, that such Holder shall be deemed to have waived any voting rights of any such Conversion Shares during the period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, an “Conversion Period”), as necessary, such that the aggregate voting rights of any Common Stock (including such Conversion Shares) beneficially owned by such Holder and/or any Attribution Parties thereof, collectively, on any such date of determination shall not exceed the Maximum Percentage (as defined below) as a result of any such conversion of Preferred Shares. Notwithstanding the foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of issuance of Preferred Shares upon to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant to such Conversion Notice, the transmission Share Delivery Deadline with respect to any such Conversion Notice shall be the later of a (x) the date of issuance of such Preferred Shares and (y) the first (1st) Trading Day after the date of such Conversion Notice.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Prior to the Maturity Date”), the Holder shall (A) 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 Holder Majority may elect, by written notice of conversion in the form attached hereto as Exhibit I (the “Optional Conversion Notice”) to the Company, to convert all (but not less than all) of the Notes into the capital stock (the “Non-Qualified Financing Securities”) sold by the Company in a Non-Qualified Financing. Any such conversion shall occur simultaneously with the consummation of the Non-Qualified Financing, subject to the terms and conditions set forth herein. The Company shall give the Holder not less than ten days prior written notice of any Non-Qualified Financing (Ban “NQF Notice”) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery and the Holder Majority must deliver any Optional Conversion Notice to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case not later than five days after receiving such NQF Notice. The number of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date shares 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 Non-Qualified Financing Securities 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 issued upon such transfer agent to credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (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 Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes equal to the quotient obtained by dividing (i) the Subject Amount as of the date of the closing of the Non-Qualified Financing by (ii) the price per share of the Non-Qualified Financing Securities sold in such Non-Qualified Financing. The Non-Qualified Financing Securities issuable upon such conversion of this Note shall be of the same type and at the same price as the record holder or Non-Qualified Financing Securities issued in the Non-Qualified Financing and shall otherwise be issued on substantially the same terms and conditions applicable to the Non-Qualified Financing for a like number of Non-Qualified Financing Securities. The Holder of this Note agrees to execute and deliver the same documents in the Non-Qualified Financing as are executed and delivered by the investors in such Non-Qualified Financing, if any, who are not holders of such the Note. A “Non-Qualified Financing” means the issuance and sale by the Company of capital stock pursuant to a financing in which the aggregate net proceeds received by the Company are at least US $10,000,000 (including the aggregate Subject Amount of all Notes converted into Non-Qualified Financing Securities). Notwithstanding the foregoing, a Non-Qualified Financing shall not include (i) the issuance at fair market value, as determined in good faith by the Board of Directors of the Company, by the Company (in one or more transactions) of up to 227,759 shares of Common Shares upon Stock in the transmission aggregate or (ii) any Qualified Financing. In the event that in any Non-Qualified Financing some or all of a Conversion Noticethe consideration paid for the Non-Qualified Financing Securities is non-cash consideration, the price per share of the Non-Qualified Financing Securities, for purposes of determining the number of Non-Qualified Financing Securities to be received for Notes converted pursuant to this Section 3(b), shall be determined in good faith by the Board of Directors of the Company.

Optional Conversion. To The holder of each Note shall have the right, ------------------- at such holder's option, on or at any time before the Maturity Date of such Note (except that if such Note or any portion thereof shall be prepaid in accordance with the provisions hereof, such right shall terminate, with respect to the principal amount of such Note so prepaid, at the close of business on the date of such prepayment, unless default shall occur in compliance with any condition to, or in the performance of any obligation of the 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 Amount into Common Shares on and subject to the 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 date portion of the principal amount of each Note and the interest accrued on such principal amount may be converted into fully paid and nonassessable Conversion Shares at the Conversion Price in effect at the time of the conversion, and the number of Conversion Shares deliverable by the Company upon such conversion shall be the number thereof determined by dividing the amount of such principal and accrued interest being so converted by such Conversion Price. (a “Conversion Date”iii) In order to exercise the right of optional conversion under this Section 1B(b), the Holder 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) transmit by email (or otherwise deliver), for receipt the term "Additional Shares of the Common Stock" shall ------------------------------------- mean all shares of the Common Stock issued on or prior to 11:59 p.m.after the date hereof other than (x) shares issued upon conversion of the Notes and upon exercise of the Warrants, New York Time, on such date, a copy (y) shares issued upon the conversion or exercise of an executed notice any convertible securities or warrants of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to 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) 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 lossthe issuance of Additional Shares of the Common Stock, theft in determining the consideration received for such shares, no deduction shall be made for any compensation or destruction). On discount payable by the Company to underwriters or before dealers or other expenses incurred by the third Company in connection therewith; (3rdC) Trading 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 following last preceding the date of receipt 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 being 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 Conversion Notice per share consideration determined (or after taking into account any consideration received by the Company for such earlier date issuance commitment, and to be received by the Company upon the performance or, exercise thereof) on the basis of those assumptions as required pursuant to the Exchange Act 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 applicable lawinstruments covered by such issuance commitment; provided, rule 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 regulation for any portion thereof shall lapse or terminate without any performance or exercise having occurred with respect thereto, the settlement of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant Price shall be forthwith readjusted to such Conversion NoticePrice 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 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 adjusted to such Conversion Price as would have been applicable had any adjustment 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 decreased consideration. (vii) Except as otherwise provided in paragraph (b)of this Section 1B, the “Share Delivery Date”)Conversion Price, as at any time in effect, shall not be increased by reason of any subsequent transaction or event. (viii) In the event of any adjustment in the Conversion Price, the Company shall (X) if legends are not required promptly mail notice, postage prepaid, addressed to be placed on certificates or each holder of outstanding Notes, at such holder's address for notices hereunder, describing such adjustment and the book-entry position basis and method of computing the Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company's (“DTC”) Fast Automated Securities Transfer Programsame. The Company shall, instruct such transfer agent to credit such aggregate number of Common Shares to which the Holder shall be entitled at least 20 days prior to the 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 Holder or its designee, for the number of Common Shares to date on which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion readjustment of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three Price pursuant to clause (3E) Business Days after receipt of paragraph (b)(vi) of this Note Section 1B can occur, similarly mail a notice describing such possible readjustment and at its own expense, issue the basis and deliver to method of computing the holder a new Note representing the 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 the record holder or holders of such Common Shares upon the transmission of a Conversion Noticesame.

Optional Conversion. The Holder is entitled, at its option, to convert, and sell on the same day or at any subsequent time, at any time and from time to time commencing sixty (60) days from the Closing, until payment in full of this Debenture, all or any part of the principal amount of the Debenture, plus accrued interest, into shares (the "Conversion Shares") of the Company's common stock, par value US$.0001 per share ("Common Stock"), at the price per share (the "Conversion Price") equal to: the lesser of (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 quoted by Bloomberg, LP, for the five (5) trading days immediately preceding the Conversion 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 National Association of Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq SmallCap Market, or American Stock Exchange. If the Common Stock is not traded on a Principal Market, the Closing Bid Price shall mean, the reported Closing Bid Price for the Common Stock, as furnished by the National Association of Securities Dealers, Inc., for the 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 the nearest whole share. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”)this Debenture, the Holder hereof shall (A) transmit by email (or otherwise deliver)deliver written notice thereof, for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion substantially in the form attached hereto as of Exhibit I "A" to this Debenture, with appropriate insertions (the “"Conversion Notice”) "), to the Company and at its address as set forth herein. The date upon which the conversion shall be effective (Bthe "Conversion Date") if required by Section (3)(b)(iii), surrender this Note shall be deemed to a nationally recognized overnight delivery service for delivery to be the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note date set forth in the case of its loss, theft or destruction)Conversion Notice. On or before the third Within three (3rd3) Trading Day following the date days of receipt of a Conversion Notice (or such earlier date as required pursuant to from 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”)Holder, the Company shall (X) if legends are not required to be placed on certificates or the book-entry position may redeem any conversion for cash in lieu 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in issuing the Conversion Notice, a certificate or book-entry position, registered in Shares at using the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion NoticeRedemption Amount.

Optional Conversion. To (i) At the option of the Holders, each share of Series C Preferred Stock held by the Holders shall convert any Conversion Amount into twenty fully paid and non-assessable shares of Class A Common Shares on any date Stock (a “Conversion Date”such number of shares subject to adjustment pursuant to Section 6(g) below), on the Holder shall later of (A) transmit by email 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 (or otherwise deliverthe "Conversion Notice"), which date must be at least five trading days following delivery of the Conversion Notice unless otherwise determined by the Company in its sole discretion, and (B) the date upon which such converting Holder surrenders such shares of Series C Preferred Stock which such Holder desires to convert, all in accordance with Section 6(b)(ii) below. (ii) In order to convert shares of Series C Preferred Stock into Class A Common Stock pursuant to paragraph 6(b)(i) above, the Holders shall: (1) surrender the certificate or certificates evidencing such of the Holders shares of Series C Preferred Stock to be converted, duly endorsed in blank or accompanied by proper instruments of transfer, at the principal office of the Company or any transfer agent for receipt on the Series C Preferred Stock, and (2) shall give the Conversion Notice to the Company at such office of the election to convert the same and shall state therein the name or prior names in which the Holders wishes the certificate or certificates for Class A Common Stock to 11:59 p.m.be issued. As soon as practicable thereafter, New York Timethe Company shall issue and deliver at such office to the Holders or their respective transferee, on certificates for the number of whole shares of Class A Common Stock to which such date, a copy of an executed notice of conversion Holders shall be entitled. The Conversion Notice shall be substantially in the 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice.B.

Optional Conversion. To At any time and from time to time from and after the third anniversary of the Issue Date, each holder of a Series B Convertible Redeemable Preferred Share may, at its option, convert such Series B Convertible Redeemable Preferred Share into the number of shares of Class A Common Stock determined by dividing (x) the Accreted Stated Value thereof plus any accrued but unpaid dividends, if any, thereon, in each case as of the Conversion Amount into Common Shares on any date Date (a “Conversion Date”as defined below), by (y) the Holder 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 issuable upon conversion of such Series B Convertible Redeemable Preferred Shares until the date that is 61 days after the earlier of (A) transmit the date on which the number of outstanding shares of Class A Common Stock owned by email the holder of the Series B Convertible Redeemable Preferred Shares (or otherwise deliverassuming the conversion of the Series B Convertible Redeemable Preferred Shares into shares of Class A Common Stock pursuant hereto and the conversion of the Series A Preferred Share into shares of Class A Common Stock in accordance with its terms), for receipt on or prior to 11:59 p.m.when aggregated with the outstanding shares of Class A Common Stock of any group (as this term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I amended (the “Conversion NoticeExchange Act”)) to that includes the Company holder and any of the holder’s Affiliates (as defined below), would not result in the holder of the Series B Convertible Redeemable Preferred Shares being a beneficial owner (as this term is used in Section 13(d)(3) of the Exchange Act) of more than 49.9% of the outstanding shares of Class A Common Stock 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 on which such beneficial ownership would not give to any person or entity any right of receipt of a Conversion Notice (redemption, repurchase or such earlier date as required pursuant to the Exchange Act acceleration under any indenture or other applicable lawdocument governing any of the Company’s indebtedness that is outstanding as of the Issue Date. For purposes hereof, rule “Affiliate” means any other person or regulation for the settlement of a trade initiated on the applicable Conversion Date of entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”)first person or entity. As used in this definition, the Company shall (X) if legends are not required to be placed on certificates term “control” including the correlative terms “controlling”, “controlled by” and “under common control with”, means the possession, directly or the book-entry position indirectly, of the Common Shares and provided that power to direct or cause the Transfer Agent is participating in the Depository Trust Company's direction of management or policies (“DTC”) Fast Automated Securities Transfer Programwhether through ownership of securities or any partnership or other ownership interest, instruct such transfer agent to credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder's by contract 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 Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Noticeotherwise).

Optional Conversion. To Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert any Conversion up to the Total Principal Amount of this Note, in whole or in part at the option of the Payee, into Common Shares on any date Class A ordinary shares in the capital of the Maker (a each, an “Conversion DateOrdinary Share”), at a conversion price of $10.00 per Ordinary Share. The Ordinary Shares shall be identical to the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior private placement shares issued to 11:59 p.m., New York Time, on such date, a copy the Sponsor at the time of an executed notice of conversion in the form attached hereto as Exhibit I Maker’s IPO (the “Conversion NoticePrivate Placement Shares”) ). As promptly as reasonably practicable after notice by the Payee to the Company Maker to convert the principal balance of this Note, in whole or in part, into Private Placement Shares, which notice must be made at least five (5) business days prior to the consummation of the Business Combination, and after the Payee’s surrender of this Note, the Maker shall have issued and delivered to the Payee, without any charge to Payee, a share certificate or certificates (Bissued in the name(s) if required requested by Section (3)(b)(iiithe Payee), 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 have made appropriate book-entry position notation on the books and records of the Common Shares and provided that the Transfer Agent is participating Maker, 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, each case for the number of Common Private Placement Shares to which of the Holder Maker issuable upon the conversion of this Note. The conversion shall be entitled which certificates shall not bear any restrictive legends unless required pursuant deemed to rules and regulations have been made immediately prior to the close of business on the date of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt surrender of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person person or Persons persons entitled to receive the Common Private Placement Shares issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Private Placement Shares upon as of such date. Each such newly issued Private Placement Share shall include a restricted legend that contemplates the transmission of a Conversion Noticesame restrictions as the Private Placement Shares that were issued to Payee in connection with the IPO. The Private Placement Shares issuable pursuant to this Note shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Maker, the Payee and certain other security holders named therein.

Optional Conversion. To (a) Subject to the provisions of Section 8 hereof, each holder of shares of Series A Preferred Stock shall have the right to convert, at any time or from time to time, any share of Series A Preferred Stock held by such holder into one (1) fully paid and nonassessable share of Common Stock, subject to adjustment pursuant to Section 6(d) hereof, by surrender of the stock certificate representing such share of Series A Preferred Stock to be so converted in the manner provided in Section 6(b) hereof. The holder of shares of Series A Preferred Stock exercising the aforesaid right to convert any Conversion Amount of such shares into shares of Common Shares Stock shall be entitled to payment of any dividends declared but unpaid with respect to those shares of Series A Preferred Stock being converted. Without limiting the generality of the foregoing provisions of this Section 6(a), each share of Series A Preferred Stock shall automatically be converted into the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible pursuant to this Section 6, immediately upon the transfer of ownership by the initial holder to a third party which is not an Affiliate of such initial holder. For purposes hereof, the term "Affiliate" shall mean a party that, directly or indirectly, through one or more intermediaries, controls or is controlled by such initial holder. Any automatic conversion pursuant to the provisions of the foregoing sentence shall not be subject to the provisions of Section 8 hereof. (b) Subject to the provisions of Section 8 hereof, any holder of shares of Series A Preferred Stock may exercise such holder's conversion rights under Section 6(a) hereof as to any number of such shares of Series A Preferred Stock by delivering to the Company during regular business hours, at the office of the Company or any transfer agent of the Company for the Series A Preferred Stock as may be designated by the Company, the certificate or certificates for the shares to be converted, duly endorsed or assigned in blank or to the Company (if required by it), accompanied by written notice stating that such holder elects to convert such shares and stating the name or names (with address) in which the certificate or certificates for the shares of Common Stock are to be issued; provided, however, that in the event of an automatic conversion pursuant to the third sentence of Section 6(a) above, the outstanding shares of Series A Preferred Stock that are subject to such automatic conversion shall be converted automatically without any further action by the holder of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; and, provided, further, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series A Preferred Stock are delivered to the Company or its transfer agent as provided herein. Subject to the provisions of Section 8 hereof, conversion shall be deemed to have been effected on any the date (a “the "Conversion Date”") when the delivery of the certificate or certificates for the shares to be converted and the notice of conversion referred to above is made, except in the case of any automatic conversion of outstanding shares of Series A Preferred Stock which shall be deemed to have been effected on the date that the initial holder transfers ownership of such shares to a third party which is not an Affiliate of such initial holder. As promptly as practicable after the Conversion Date, the Company shall issue and deliver to or upon the written order of such holder, to the place designated by such holder, a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check or cash in respect of any fractional interest in a share of Common Stock as provided in Section 6(c) hereof and a check or cash in payment of all dividends declared but unpaid, if any (to the extent permissible under law), with respect to the shares of Series A Preferred Stock so converted. The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a holder of record of Common Stock on the applicable Conversion Date unless the transfer books of the Company are closed on that date, in which event he shall be deemed to have become a holder of record of Common Stock on the next succeeding date on which the transfer books are open. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series A Preferred Stock surrendered for conversion, the Company shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Company, a new certificate covering the number of shares of Series A Preferred Stock representing the unconverted portion of the certificate so surrendered, which new certificate shall entitle the holder thereof to dividends on the shares of Series A Preferred Stock represented thereby to the same extent as if the portion of the certificate theretofore covering such unconverted shares had not been surrendered for conversion. (c) No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series A Preferred Stock. If more than one share of Series A Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series A Preferred Stock, the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to the then Current Market Price (as hereinafter defined) of a share of Common Stock multiplied by such fractional interest. Fractional interests shall not be entitled to dividends, and the holders of fractional interests shall not be entitled to any rights as stockholders of the Company in respect of such fractional interest. For the purpose of any computation pursuant to this Section 6(c), the Holder term "Current Market Price" shall (A) transmit by email (mean, as of the day in question, the closing price of the Common Stock on any national securities exchange or otherwise deliver)the Nasdaq National Market System, for receipt on or prior to 11:59 p.m., New York Timeas the case may be, on such date, a copy of an executed notice of conversion in or, if the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii)Common Stock was not traded on such date, 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 last trading date prior 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Noticedate.

Optional Conversion. To (i) Subject to the provisions of this Section 3, at any time and from time to time on or after the Date of Issuance, any holder of Series 1 Shares shall have the right by written election to the Corporation to convert all or any Conversion Amount portion of the outstanding Series 1 Shares held by such holder into fully paid and nonassessable Common Shares on any date as provided herein. (ii) To effect a “Conversion Date”conversion of Series 1 Shares under Section 3(a)(i), a holder shall: (i) submit a written election to the Holder shall Corporation that such holder elects to convert Series 1 Shares, the number of Series 1 Shares elected to be converted; and (Aii) transmit by email surrender, along with such written election, to the Corporation the certificate or certificates representing the Series 1 Shares being converted, duly assigned or endorsed for transfer to the Corporation (or otherwise deliver)accompanied by duly executed share transfers relating thereto) or, for receipt on if the certificate or prior certificates are lost, stolen or missing, accompanied by a statutory declaration as to 11:59 p.m., New York Time, on loss executed by the holder. The conversion of such date, a copy Series 1 Shares hereunder shall be deemed effective as of an executed notice of conversion in the 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 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 Conversion Notice (or such earlier date as required pursuant to written election and the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date surrender of such Common Shares issuable pursuant to such Conversion Noticecertificate(s) (the “Share Delivery Date”)and accompanying materials, the Company Corporation shall as promptly as practicable (Xbut in any event within 15 days thereafter) 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 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 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, relevant holder: (x) a certificate in such holder’s name (or book-entry position, registered in the name of such holder’s nominee as stated in the Holder or its designee, written election) for the number of Common Shares to which the Holder such holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations upon conversion of the Commission. If this Note is physically surrendered applicable Series 1 Shares as calculated under Section 3(a) and, if applicable (y) 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 and but otherwise not elected to be converted under the outstanding Principal of this Note is greater than written election. All shares issued hereunder by 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note Corporation shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Noticeduly and validly issued, fully paid and non-assessable.

Optional Conversion. To (a) Subject to and in compliance with the provisions of this Section 6, any Preferred Share may, at the option of the Preferred Shareholders, be converted at any time into fully-paid and non-assessable 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 Conversion Amount into Common Shares on any date (a “Conversion Date”)transfer agent for the Preferred Shares, the Holder and shall (A) 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 give written notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note at such office that such Preferred Shareholder has elected to a nationally recognized overnight delivery service for delivery to convert such Preferred Shares. Such notice shall state the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case number of its loss, theft or destruction)Preferred Shares being converted. 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”)Thereupon, the Company shall (X) if legends are not required promptly issue and deliver to be placed on such Preferred Shareholder at such office a certificate or certificates or for 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 Ordinary Shares to which the Holder Preferred Shareholder is entitled and shall be entitled promptly pay (i) in cash or, to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or extent sufficient funds are not then legally available therefor, in Ordinary Shares (Y) if at the Transfer Agent is not participating in fair market value of an Ordinary Share determined by the DTC Fast Automated Securities Transfer Program, issue and deliver to the address Board of Directors as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designeedate of such conversion), for any declared and unpaid dividends on the number Preferred Share being converted and (ii) in cash (at the fair market value of Common 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 Holder Preferred Shareholder would otherwise be entitled. Such conversion shall be entitled which certificates shall not bear any restrictive legends unless required pursuant deemed to rules and regulations have been made at the close of business on the date of the Commission. If this Note is physically surrendered for conversion surrender of the certificates representing the Preferred Shares to be converted, 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons person entitled to receive the Common Ordinary Shares issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Ordinary Shares upon the transmission of a Conversion Noticeon such date.

Optional Conversion. To (i) Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Original Issue Price by the Conversion Price (as defined above) in effect at the time of conversion, subject to adjustment as provided below. (ii) In order for a holder of Preferred Stock to voluntarily convert shares of Preferred Stock into shares of Common Stock, such holder shall (a) provide written notice to the Corporation’s transfer agent at the office of the transfer agent for the Preferred Stock that such holder elects to convert all or any Conversion Amount into Common Shares number of such holder’s shares of Preferred Stock and, if applicable, any event on any date which such conversion is contingent and (a “Conversion Date”b), if such holder’s shares are certificated, surrender the Holder certificate or certificates for such shares of Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock. Such notice shall (A) transmit state such holder’s name or the names of the nominees in which such holder wishes the shares of Common Stock to be issued. If required by email the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or otherwise deliver)by the Corporation if the Corporation serves as its own transfer agent) of such notice and, for receipt on if applicable, certificates (or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice lost certificate affidavit and agreement) shall be the time of conversion in the 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 DateTime”), and the Company shares of Common Stock issuable upon conversion of the specified shares shall (X) if legends are not required be deemed to be placed on certificates or outstanding of record as of such date. Immediately prior to the book-entry position Conversion Time the Corporation shall pay all of the Accruing Dividends on the Preferred Stock being converted voluntarily by the holder that are accrued and unpaid as of such Conversion Time by, either, at the option of the Corporation: (i) issuing additional Preferred Stock to such holder (valuing such additional Preferred Stock at the Original Issue Price), which additional Preferred Stock shall also be voluntarily converted into shares of Common Shares and provided that the Transfer Agent is participating Stock as if included in the Depository Trust Company's (“DTC”) Fast Automated Securities Transfer Programnotice provided by the holder using the then in effect Conversion Price, instruct such transfer agent to credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Yii) if paying cash. The Corporation shall, as soon as practicable after the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, Conversion Time issue and deliver to the address as specified in the Conversion Noticesuch holder of Preferred Stock, a certificate or book-entry positionto his, registered in the name of the Holder her or its designee, for nominees the number of full shares of Common Shares to which Stock issuable upon such conversion in accordance with the Holder provisions hereof. Such converted Preferred Stock shall be entitled which certificates retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly. Any shares of Preferred Stock not converted shall not bear any restrictive legends unless required pursuant remain outstanding and continue to rules and regulations have all of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders rights of such Common Shares upon the transmission of a Conversion NoticePreferred Stock.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “"Conversion Date”"), the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I II (the “"Conversion Notice”") to the Company and (B) if required by Section (3)(b)(iii), surrender this Note 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 Note Debenture in the case of its loss, theft or destruction). On or before the third first (3rd1st) 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 Company’s transfer agent (the “Transfer Agent Agent”) is participating in the Depository Trust Company's (“"DTC”") Fast Automated Securities Transfer Program, instruct such transfer agent Transfer Agent to credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (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 Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commissionentitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice.Shares

Optional Conversion. To convert At any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or time prior to 11:59 p.m.the Maturity Date, New York Timeat the option of Holder in its sole discretion, on such date, all or any portion of the then outstanding Principal Amount of this Convertible Note may be converted (an "Optional Conversion") into a copy number of an executed notice of conversion in the form attached hereto as Exhibit I Shares (the “"Optional Conversion Notice”Shares") equal 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 amount of 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 then outstanding Principal Amount to be placed on certificates or converted divided by the book-entry position of Conversion Price. Notwithstanding the Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company's (“DTC”) Fast Automated Securities Transfer Programforegoing, instruct such transfer agent to credit such aggregate number of Common Shares to which the Holder shall be entitled to a total of three (3) Optional Conversions, each in an amount of not less than $3,000,000. In order to exercise the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if right of Optional Conversion, Holder shall surrender this Convertible Note at the Transfer Agent is not participating principal office of Obligor and shall give written notice of such exercise, substantially in the DTC Fast Automated Securities Transfer Programform of Exhibit A attached hereto (the "Optional Conversion Notice"), issue and deliver to Obligor at such office. Such Optional Conversion shall be deemed to have been effected at the address as specified in close of business on the date on which such Optional Conversion Notice, a certificate or book-entry positionduly completed and executed, registered in shall have been given as aforesaid, and, subject to the name last sentence of this Section 7(a), at such time such portion of the Holder or its designee, for Principal Amount as is subject to such Optional Conversion shall be applied by Obligor in full payment of the number of Common Optional Conversion Shares to which be issued in consequence of the Conversion and that application shall discharge Obligor from all liability in respect of such portion of the Principal Amount converted, and Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant deemed for all purposes to rules and regulations have become the holder of the CommissionOptional Conversion Shares. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedAs promptly as practicable, then the Company shall as soon as practicable and but in no event later than three seven (37) Business Days Days, after receipt an Optional Conversion, Obligor, at its expense, shall cause (i) 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 Inland Revenue Department and as appropriate under the laws of the Cayman Islands, (ii) Holder's name to be entered in the register of the members of Obligor in respect of the Optional Conversion Shares, (iii) to be paid to Holder all accrued and unpaid interest through and including the date of the Optional 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 and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note contrary, no Optional Conversion shall be treated for all purposes 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 record holder or holders of such Common Shares upon the transmission of a Optional Conversion NoticeShares.

Optional Conversion. To convert any Conversion Amount into Common Shares on any Prior to the date (a “Conversion Date”)of the conversion described in Section 4(a) above, the Holder shall (A) transmit by email (or otherwise deliver)surrender this Note, for receipt on or prior to 11:59 p.m.duly endorsed, New York Time, on such date, and a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) at the principal executive office of the Company. The date of the conversion elected by Holder on the Conversion Notice shall be referred to herein as the “Conversion Date.” As soon as practicable after the Conversion Date (but in no event later than three (3) business days thereafter), the Company and (B) if required shall transmit by Section (3)(b)(iii)facsimile an acknowledgment of confirmation, 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 form attached hereto as Exhibit II, of its loss, theft or destructionreceipt of such Conversion Notice to Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third second (3rd2nd) 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 (X1) 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 The Depository Trust Company's ’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Shares Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission system at Custodian system, or (Y2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate or book-entry positioncertificate, registered in the name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder shall be entitled. 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 fail to issue and deliver a certificate to Holder and register such shares of Common Stock on the Company’s share register or credit Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which Holder is entitled which certificates shall not bear 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 restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertednumber of shares of Common Stock issuable upon such conversion that Holder so anticipated receiving from the Company, then then, in addition to all other remedies available to Holder, the Company shall as soon as practicable and in no event later than shall, within three (3) Business Days business days after receipt of this Note 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 of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of Holder), at its own expense, which point the Company’s obligation to so issue and deliver such certificate or credit Holder’s balance account with DTC for the number of shares of Common Stock to the holder a new Note representing the outstanding Principal not converted. The Person or Persons which Holder is entitled to receive the Common Shares issuable upon a Holder’s conversion of this Note shall be treated for all purposes hereunder (as the record holder or holders case may be) (and to issue such shares of such Common Shares upon the transmission of a Conversion NoticeStock) shall terminate.

Optional Conversion. To convert Subject to and in compliance with the provisions of this Section 5, any Conversion Amount into Common Shares on any date (a “Conversion Date”)shares of Convertible Preferred may, at the Holder shall (A) 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 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 option of the holder, be converted at any time into fully-paid and nonassessable shares of 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 Stock. The number of shares of Common Shares Stock to which the Holder a holder of Series A-1 Preferred shall be entitled to upon conversion shall be the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or product obtained by multiplying the “Series A-1 Conversion Rate” then in effect (Ydetermined as provided in Section 5(b)) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for by the number of shares of Series A-1 Preferred being converted. The number of shares of Common Shares Stock to which the Holder a holder of Series A-2 Preferred shall be entitled which certificates upon conversion shall not bear any restrictive legends unless required pursuant to rules and regulations be the product obtained by multiplying the “Series A-2 Conversion Rate” then in effect (determined as provided in Section 5(b)) by the number of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal shares of this Note is greater than the Principal portion of the Conversion Amount Series A-2 Preferred 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 holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled number of shares of Common Stock to receive the Common Shares issuable upon which a conversion holder of this Note Series A-3 Preferred shall be treated for all purposes entitled upon conversion shall be the product obtained by multiplying the “Series A-3 Conversion Rate” then in effect (determined as provided in Section 5(b)) by the record number of shares of Series A-3 Preferred being converted. The number of shares of Common Stock to which a holder or holders of such Series A-4 Preferred shall be entitled upon conversion shall be the product obtained by multiplying the “Series A-4 Conversion Rate” then in effect (determined as provided in Section 5(b)) by the number of shares of Series A-4 Preferred being converted. The number of shares of Common Shares Stock to which a holder of Series A-5 Preferred shall be entitled upon conversion shall be the transmission product obtained by multiplying the “Series A-5 Conversion Rate” then in effect (determined as provided in Section 5(b)) by the number of shares of Series A-5 Preferred being converted. The number of shares of Common Stock to which a holder of Series A-6 Preferred shall be entitled upon conversion shall be the product obtained by multiplying the “Series A-6 Conversion NoticeRate” then in effect (determined as provided in Section 5(b)) by the number of shares of Series A-6 Preferred being converted.

Optional Conversion. To convert any Conversion Amount into shares of Common Shares Stock on any date (a “"Conversion Date”"), the Holder shall (A) transmit by email facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the Company and (B) if required by Section (3)(b)(iii4(b)(iv), surrender this Note 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 Note Debenture in the case of its loss, theft or destruction). On or before the third (3rd) Trading Business 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 of Common Stock pursuant to the book-entry position of the Common Shares Securities Purchase Agreement 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 shares of Common Shares Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (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 positioncertificate, registered in the name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations Section 2(g) of the CommissionSecurities Purchase Agreement. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Shares Stock upon the transmission of a Conversion Notice. In the event of a partial conversion of this Debenture pursuant hereto, the principal amount converted shall be deducted from the Installment Amounts relating to the Installment Dates as set forth in the Conversion Notice.

Optional Conversion. To convert Any Holder shall have the right, at its option, at any time prior to the close of business on December 1, 1997, to convert, subject to the terms and provisions of this ARTICLE THIRTEEN, the principal amount of any Bond (or any portion of the principal amount thereof that is $1,000 or an integral multiple of $1,000) into such number of fully paid and non-assessable shares of Common Stock (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, subject to adjustment as provided in SECTION 1303 (such price, as so adjusted, is referred to herein as the "Conversion Amount into Common Shares on any date (a “Conversion Date”Price"), except that (a) with respect to any Bond, or any portion thereof, which shall be called for redemption pursuant to Paragraph 2 of the Bonds, such right shall terminate at the close of business on the 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 to be converted, to the Trustee at its Corporate Trust Office any time during usual business hours, with the Option of the Holder shall to Elect Purchase/Conversion on the back of the Bond completed and signed, accompanied (A) 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 form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if so required by Section (3)(b)(iii), surrender this Note to the Company) by a nationally recognized overnight delivery service for delivery to the Company (written instrument or an indemnification undertaking 66 instruments of transfer in form reasonably satisfactory to the Company with respect Trustee duly executed by the Holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to this Note SECTION 1306. For convenience, the conversion of 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 next sentence, no Bond shall be issued in lieu thereof. In the case of its lossany Bond that is converted in part only, theft or destruction). On or before upon such conversion the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant Trustee shall authenticate and deliver to the Exchange Act Holder thereof a new Bond or other applicable law, rule Bonds of authorized denominations equal in aggregate principal amount to the unconverted portion of the Bond surrendered. Upon conversion of any Bond 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”)portion thereof, 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 thereof shall be entitled to receive payment of all accrued and unpaid interest on such Bond or portion thereof through the Holder's or its designee's balance account date of conversion. The Company shall comply with DTC through its Deposit Withdrawal Agent Commission system or (Y) if all securities laws regulating the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue offer and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name delivery of the Holder or its designee, for the number shares of Common Shares 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 Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note Common Stock is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person listed or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Noticetraded.

Optional Conversion. To convert (a) At the option of the holder thereof, each share of Series A Preferred Stock shall be convertible, at any Conversion Amount into Common Shares time or from time to time prior to the close of business on the business day before any date fixed for redemption of such share, into fully paid and nonassessable shares of Common Stock as provided herein. (a “Conversion Date”)b) Each holder of Series A Preferred Stock who elects to convert the same into shares of Common Stock shall surrender the certificate or certificates therefor, duly endorsed, at the Holder office of the Company or any transfer agent for the Series A Preferred Stock or Common Stock, and shall (A) 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 give written notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company at such office that such holder elects to convert the same and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to shall state therein the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case number of its loss, theft or destruction)shares of Series A Preferred Stock being converted. 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”), Thereupon 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, promptly issue and deliver at such office to the address as specified in the Conversion Notice, such holder a certificate or book-entry position, registered in the name of the Holder or its designee, certificates for the number of shares of Common Shares Stock to which the Holder such holder is entitled upon such conversion. Such conversion shall be entitled which certificates shall not bear any restrictive legends unless required pursuant deemed to rules and regulations have been made immediately prior to the close of business on the date of such surrender of the Commission. If this Note is physically surrendered for conversion certificate or certificates representing the shares of Series A Preferred Stock to be converted, 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons person entitled to receive the shares of Common Shares Stock issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Shares Stock on such date. If a conversion election under this subsection 5.1 is made in connection with an underwritten offering of the Company's securities pursuant to the Securities Act of 1933, 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 A Preferred Stock for conversion, be conditioned upon the transmission closing with the underwriters of a Conversion Noticethe sale of the Company's securities pursuant to such offering, in which event the holders making such elections who are entitled to receive Common Stock upon conversion of their Series A Preferred Stock shall not be deemed to have converted such shares of Series A Preferred Stock until immediately prior to the closing of such sale of the Company's securities in the offering.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”)Subject to and upon compliance with the provisions of the Agreement, the Holder shall of this Security is entitled, at such Holder's option, at any time on or before the close of business on June __, 1999, 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 including, but (Aunless the Company defaults in making the payment due upon redemption) transmit by email not after, the close of business on the Redemption Date, to convert up to the principal amount of this Security (or otherwise deliverany portion of the principal amount hereof which is $100,000 or an integral multiple thereof in excess of $1,000), 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 $6.00 in aggregate principal amount of Securities for receipt each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Agreement) 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 Agreement. The conversion price is subject to adjustment as provided in the Agreement. In addition, the Agreement 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 Agreement 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 11:59 p.m.such consolidation, New York Timemerger 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). 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 Agreement. The Agreement 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 Agreement 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 Agreement 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 Agreement and certain past defaults under the Agreement and their consequences. Any such dateconsent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, a copy whether or not notation of an executed notice such consent or waiver is made upon this Security. No reference herein to the Agreement and no provision of conversion this Security or of the Agreement shall alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency (i.e., U.S. Dollars), herein prescribed or to convert this Security as provided in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company, duly endorsed by, or accompanied by a written instrument of transfer in form attached hereto as Exhibit I (the “Conversion Notice”) satisfactory to the Company and (B) if required by Section (3)(b)(iii)the Security Registrar duly executed by, surrender this Note to a nationally recognized overnight delivery service the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for delivery 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 $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Agreement and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company (may require payment of a sum sufficient to cover any tax or an indemnification undertaking reasonably satisfactory other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Note Agent and any agent of the Company or the Note 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 Note Agent nor any such agent shall be affected by notice to the Company with respect contrary. This Security shall be governed by the laws of the State of New York (without reference to choice of law rules). All terms used in this Note Security which are defined in the case of its loss, theft or destruction). On or before Agreement shall have the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant meanings assigned 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 them 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion NoticeAgreement.

Optional Conversion. To Any holder of shares of Convertible Preferred Stock desiring to convert any Conversion Amount such shares into Common Shares on any date (a “Conversion Date”)Stock shall surrender the certificate or certificates for such shares of Convertible Preferred Stock at the office of the transfer agent for the Convertible Preferred Stock, which certificate or certificates, if the Holder Corporation shall (A) transmit by email (or otherwise deliver)so require, 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 form attached hereto as Exhibit I (the “Conversion Notice”) shall be duly endorsed to the Company and (B) if required Corporation or in blank, or accompanied by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery proper instruments of transfer to the Company (Corporation or an indemnification undertaking reasonably satisfactory in blank, accompanied by irrevocable written notice to the Company Corporation that the holder elects so to convert such shares of Convertible Preferred Stock and specifying the name or names (with address) in which a certificate or certificates for Common Stock are to be issued. No adjustments in 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 any dividend on the applicable Conversion Date Common Stock issued upon conversion, shall be made upon the conversion of any shares of Convertible Preferred Stock. Any unpaid dividends on shares surrendered for conversion shall be paid upon the conversion of any shares of Convertible Preferred Stock by issuing additional shares of Common Stock with an aggregate value (as defined below) equal to all accrued and unpaid dividends on the shares of Convertible Preferred Stock converted. The Corporation will, as soon as practicable after such Common Shares issuable pursuant to such Conversion Notice) (deposit of certificates for Convertible Preferred Stock accompanied by the “Share Delivery Date”)written notice and compliance with any other conditions herein contained, deliver at the Company shall (X) if legends are not required to be placed on certificates or the book-entry position office 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 the person for whose account such aggregate number shares of Common Shares Convertible Preferred Stock were so surrendered, or to which the Holder shall be entitled to the Holder's his nominee 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 Programnominees, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, certificates for the number of full shares of Common Shares Stock to which the Holder he shall be entitled which certificates as aforesaid, together with a cash adjustment of any fraction of a share as hereinafter provided. Subject to the following provisions of this paragraph, such conversion shall not bear any restrictive legends unless required pursuant be deemed to rules and regulations have been made as of the Commission. If this Note is physically surrendered for conversion date of such surrender of the shares of Convertible Preferred Stock to be converted, 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 to the holder a new Note representing the outstanding Principal not converted. The Person person or Persons person entitled to receive the Common Shares issuable Stock deliverable upon a conversion of this Note such Convertible Preferred Stock shall be treated for all purposes as the record holder or holders of such Common Shares Stock on such date; provided, however, that the Corporation shall not be required to convert any shares of Convertible Preferred Stock while the stock transfer books of the Corporation are closed for any purpose, but the surrender of Convertible Preferred Stock for conversion during any period while such books are so closed shall become effective for conversion immediately upon the transmission reopening of a Conversion Noticesuch books as if the surrender had been made on the date of such reopening, and the conversion shall be at the conversion rate in effect on such date.

Optional Conversion. To convert any Conversion Amount a Preferred Share into shares of Common Shares Stock on any date (a “Conversion Date”), the a Holder shall deliver (A) transmit by email (whether via electronic mail or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if Company. If required by Section (3)(b)(iii4(c)(iii), within two (2) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note the Preferred Shares in the case of its loss, theft or destructiondestruction as contemplated by Section 17(b)). On or before the third first (3rd1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following each date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the Exchange 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Shares Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DateDeadline”), the Company shall (X1) 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 ProgramFAST, instruct such transfer agent to credit such aggregate number of shares of Common Shares Stock to which the such Holder shall be entitled pursuant to the such conversion to such Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission system at Custodian system, or (Y2) if the Transfer Agent is not participating in FAST, upon the DTC Fast Automated Securities Transfer Programrequest of such Holder, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate or book-entry positioncertificate, registered in the name of the such Holder or its designee, for the number of shares of Common Shares Stock to which the such Holder shall be entitled which certificates shall not bear any restrictive legends unless required entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note Section 4(c)(iii) is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than three two (32) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver to the holder such Holder (or its designee) a new Note Preferred Share Certificate (in accordance with Section 17(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Shares upon Stock on the transmission Conversion Date. Notwithstanding anything to the contrary contained in this Certificate of Designations or the Registration Rights Agreement, after the effective date of a Conversion NoticeRegistration Statement (as defined in the Registration Rights Agreement) and prior to a Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to such Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which such H▇▇▇▇▇ has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which such Holder has not yet settled.

Optional Conversion. To (a) Subject to and in compliance with the provisions of this Section 5.1(a) and subject to compliance with the requirements of the Law, any Series A Preferred Share may, at the option of the holder thereof, be converted at any time into fully-paid and non-assessable Ordinary Shares based on the then-effective Series A Conversion Price. (b) The holder of any Series A 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 Conversion Amount into Common Shares on any date (a “Conversion Date”)transfer agent for the Series A Preferred Shares, the Holder and shall (A) 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 give written notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note at such office that such holder has elected to a nationally recognized overnight delivery service for delivery to convert such shares. Such notice shall state the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case number of its loss, theft or destruction)Series A Preferred Shares being converted. 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”)Thereupon, the Company shall (X) if legends are not required promptly issue and deliver to be placed on such holder at such office a certificate or certificates or for 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 Ordinary Shares to which the Holder holder is entitled. No fractional Ordinary Shares 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 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 issued upon conversion of the Holder or its designeeSeries A Preferred Shares, for and the number of Common Ordinary Shares to which be so issued to a holder of Series A Preferred Shares upon the Holder conversion of such Series A Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be entitled which certificates rounded to the nearest whole share (with one-half being rounded upward). Such conversion shall not bear any restrictive legends unless required pursuant be deemed to rules and regulations have been made at the close of business on the date of the Commission. If this Note is physically surrendered for conversion surrender of the certificates representing the Series A Preferred Shares to be converted, 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 to the holder a new Note representing the outstanding Principal not converted. The Person or Persons person entitled to receive the Common Ordinary Shares issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Ordinary Shares upon the transmission of a Conversion Noticeon such date.

Optional Conversion. To convert any Conversion Amount into shares of Common Shares Stock on any date (a “"Conversion Date”"), the Holder shall (A) 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 form attached hereto as Exhibit I IV (the “"Conversion Notice”") to the Company and (B) if required by Section (3)(b)(iii4)(d)(iii), surrender this Note 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 Note Debenture in the case of its loss, theft or destruction). On or before the third (3rd) Trading Business 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 Stock 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 shares of Common Shares Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (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 positioncertificate, registered in the name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to federal or state securities laws or the rules and regulations of the Commission. Commission or state authorities If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Shares Stock upon the transmission of a Conversion Notice.

Optional Conversion. To Each share of Series A Preferred Stock shall be convertible, at the option of the Holder thereof, at any time, and from time to time, including any time prior 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 any Conversion Amount shares of Series A Preferred Stock into shares of Common Shares on any date (a “Conversion Date”Stock pursuant to this Section 7(a), the Holder shall (A) transmit by email must surrender the certificates (or otherwise deliverif such Holder has so elected to hold its Series A Preferred Stock in uncertificated book-entry shares with the Company’s transfer agent, then such uncertificated book-entry shares) representing such shares of Series A Preferred Stock (or, if such certificate or certificates have been lost, stolen, or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Company), 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 form attached hereto as Exhibit I (the “Conversion Notice”) accompanied by transfer instruments reasonably satisfactory to the Company and (B) if required by Section (3)(b)(iii)Company, surrender this Note to a nationally recognized overnight delivery service for delivery to at the principal office of the Company (or an indemnification undertaking reasonably satisfactory such other place mutually acceptable to the Company Holder and the Company), together with written notice that such Holder elects to convert all or such number of shares represented by such certificates as specified therein. With respect to a conversion pursuant to this Note in the case of its lossSection 7(a), theft or destruction). On or before the third (3rd) Trading Day following the date of receipt of such certificates, together with such notice, by the Company or (in accordance with the immediately preceding sentence) its authorized agent will be the date of conversion (an “Optional Conversion Date”). In the event that (i) a Conversion Notice Holder transfers shares of Series A Preferred Stock and (or ii) the Holder subsequently receives written notice from the Company that such earlier date as required pursuant to transfer was not permitted by and in accordance with the Exchange Act or other applicable law, rule or regulation for the settlement of Investment Agreement (a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery DateNon-Compliant Transfer”), the Company shares so transferred shall be automatically converted into shares of Common Stock at the Conversion Price in effect immediately prior to such transfer (Xin which case the date of such transfer shall be deemed to be the Conversion Date) if legends such shares are not required transferred back to be placed on certificates or such Holder within 30 days of receiving the bookCompany’s notice of Non-entry position of the Common Shares and Compliant Transfer; provided that if at such time Holder is contesting in good faith the Transfer Agent is participating in the Depository Trust Company's (“DTC”) Fast Automated Securities Transfer Program, instruct ’s conclusion that such transfer agent to credit was a Non-Compliant Transfer, no such aggregate number of Common Shares to which the Holder conversion 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of occur until such Common Shares upon the transmission of a Conversion Noticedispute has been resolved.

Optional Conversion. To Any Holder of shares of Convertible Preferred Stock desiring to convert any Conversion Amount such shares into Common Shares on any date (a “Conversion Date”)Stock shall surrender the certificate or certificates for such shares of Convertible Preferred Stock at the office of the transfer agent for the Convertible Preferred Stock, which certificate or certificates, if the Corporation shall so require, shall be duly endorsed to the Corporation or in blank, or accompanied by proper instruments of transfer to the Corporation or in blank, accompanied by irrevocable written notice to the Corporation that the Holder shall elects so to convert such shares of Convertible Preferred Stock and specifying the name or names (Awith address) transmit by email (in which a certificate or otherwise deliver), certificates for receipt on or prior Common Stock are to 11:59 p.m., New York Time, on such date, a copy be issued. No adjustments in respect of an executed notice of conversion in the 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 any dividend on the applicable Conversion Date Common Stock issued upon conversion shall be made upon the conversion of any shares of Convertible Preferred Stock. Any unpaid dividends on shares surrendered for conversion shall be paid upon the conversion of any shares of Convertible Preferred Stock by issuing additional shares of Common Stock with an aggregate value (as defined below) equal to all accrued and unpaid dividends on the shares of Convertible Preferred Stock converted. The Corporation will, as soon as practicable after such Common Shares issuable pursuant to such Conversion Notice) (deposit of certificates for Convertible Preferred Stock accompanied by the “Share Delivery Date”)written notice and, compliance with any other conditions herein contained, deliver at the Company shall (X) if legends are not required to be placed on certificates or the book-entry position office 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 the person for whose account such aggregate number shares of Common Shares Convertible Preferred Stock were so surrendered, or to which the Holder shall be entitled to the Holder's his nominee 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 Programnominees, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, certificates for the number of full shares of Common Shares Stock to which the Holder he shall be entitled which certificates as aforesaid, together with a cash adjustment of any fraction of a share as hereinafter provided. Subject to the following provisions of this paragraph, such conversion shall not bear any restrictive legends unless required pursuant be deemed to rules and regulations have been made as of the Commission. If this Note is physically surrendered for conversion date of such surrender of the shares of Convertible Preferred Stock to be converted, 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 to the holder a new Note representing the outstanding Principal not converted. The Person person or Persons person entitled to receive the Common Shares issuable Stock deliverable upon a conversion of this Note such Convertible Preferred Stock shall be treated for all purposes as the record holder Holder or holders Holders of such Common Shares Stock on such date; provided, however, that the Corporation shall not be required to convert any shares of Convertible Preferred Stock while the stock transfer books of the Corporation are closed for any purpose, but the surrender of Convertible Preferred Stock for conversion during any period while such books are so closed shall become effective for conversion immediately upon the transmission reopening of a Conversion Noticesuch books as if the surrender had been made on the date of such reopening, and the conversion shall be at the conversion rate in effect on such date.

Optional Conversion. (a) If the Maker fails to pay the full amount of principal and accrued interest under this Note by the due date thereof, then until such time as this Note has been paid in full, Payee shall have the right at his option to convert, subject to the terms and provisions hereof, all or a portion of the outstanding principal and accrued interest payable under this Note into shares of Maker's Common Stock at the conversion price hereinafter provided. (b) To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”)the balance of this Note, the Holder in whole or in part as provided herein at Payee's election, Payee shall (A) 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 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 Maker prior to such time as this Note has been paid in full, accompanied by written notice (the Company (or an indemnification undertaking "Conversion Notice") to Maker in form reasonably satisfactory to Maker. The Conversion Notice shall indicate the Company with respect Payee's intention to convert, stating the portion of the Note that is to be converted and the name and address of each person in whose name the shares of stock issuable upon such conversion are to be registered. In such event, this Note and the Conversion Notice shall be delivered to Maker during usual business hours at the Maker's principal executive office. Upon receipt of the shares of Common Stock to be issued upon such conversion, the Payee shall return this Note marked "canceled" to Maker. (c) As promptly as practical after the surrender and giving of notice to convert as herein provided, Maker shall deliver or cause to be delivered at its office or agency maintained for that purpose to or upon written order of Payee certificates representing the number of fully paid and nonassessable shares of Common Stock of Maker into which said Note is converted (which shares shall be free and clear of all liens) and, in the case event of its losspartial conversion, theft or destruction). On or before a new Note in an aggregate principal amount equal to the third (3rd) Trading Day following unconverted principal portion of said Note, dated as of the date of receipt the Note and in all other respects identical to the Note converted. (d) The conversion price for each share of a Conversion Notice (or such earlier date as required Common Stock issuable 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 conversion 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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated the closing price for all purposes Maker's Common Stock as quoted in the record holder or holders Wall Street Journal at the close of such Common Shares upon business on the transmission of a day the Conversion NoticeNotice has been delivered to Maker (hereinafter called the "Conversion Price").