Common use of Optional Conversion Clause in Contracts

Optional Conversion. Each holder of Preference Shares shall have the right, at its option, at any 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 such number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such person.

Optional Conversion. Each (a) In addition to and without limiting the rights of the holder of Preference Shares this Option under the terms of this Option, such holder shall have the right, at its option, right (the "Conversion 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 from time after the Effective Date and to time, to convertand including the Expiration Date, subject to the terms and provisions restrictions set forth in Section 5. Upon exercise of this clause 13, any or all of such holder’s Preference Shares into such the Conversion Right with respect to a particular number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, shares subject to adjustment as provided in clause 13(f) below this Option (such price in subclause (ythe "Converted Option Shares"), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted Company shall (i) be added to the Accreted Value, (ii) be paid in cash deliver to the holder of such Preference 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 or 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 (iii) as hereinafter defined). The "Net Value" of the Converted Option Shares shall be paid 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 or added equal to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value fair market 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 resulting fractional share. (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall The Conversion Right may be exercised by the holder of this Option by the surrender of certificate(s) evidencing this Option at 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 together with a written notice statement specifying that the holder elects thereby intends to convert such Preference Shares exercise the Conversion Right and specifying indicating the name or names number of shares subject to this Option which are being surrendered (with addressreferred to in paragraph (a) above as the Converted Option Shares) in which 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 certificate or certificates for Ordinary Shares are check in payment of any fractional share and, in the case of a partial exercise, a new option evidencing the shares remaining subject to this Option, shall be issued as of the Conversion Date and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing this Option within 7 days following the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personConversion Date.

Optional Conversion. Each holder (i) Subject to and upon compliance with the provisions of Preference Shares shall have the right, at its optionthis Section 4, at any time after the date hereof, and from time to time, to convertthis Note shall be convertible, subject to the terms and provisions of this clause 13in whole or in part, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At at the option of the CompanyHolder, any accrued into duly authorized, validly issued, fully paid and unpaid dividends as nonassessable Applicable Shares at the then effective Conversion Rate. (ii) Notwithstanding anything to the contrary in subsection 4.1(a), conversion of this Note, in whole or in part, at the election of the date Holder pursuant to subsection 4.1(a)(i) shall not occur and shall be postponed until all filings under the HSR Act and, if the Holder is not AOLTW or an Affiliate of conversion AOLTW, under any Other Investment Laws, shall have been made and any required waiting period under the HSR Act shall have expired or been terminated, in each case, with respect to the receipt of Applicable Shares by the Preference Shares being converted Holder. If at any time the Holder reasonably believes that additional filings under the HSR Act are required to be made (and any required waiting periods relating thereto to have expired or been terminated) or any approvals under any applicable Other Investment Laws, in order for the Holder to exercise any Conversion Rights hereunder, then the Company shall (i) be added take promptly all actions necessary to make the Accreted Valuefilings required of the Company and its Affiliates under the HSR Act or any other applicable law, rule or regulation and under any Other Investment Laws, (ii) be paid in cash comply at the earliest practicable date with any request for additional information received by the Company or its Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the holder of such Preference Shares or HSR Act and any non-U.S. Governmental Authority pursuant to any applicable Other Investment Laws and (iii) be paid promptly cooperate with the Holder in cash connection with the Holder's preparation of any necessary filings or added submissions under the HSR Act and under any Other Investment Laws, and in connection with resolving any investigation or other regulatory inquiry concerning the transactions contemplated by the Agreement and the Notes commenced by either the Federal Trade Commission or the Antitrust Division of the Department of Justice or state attorneys general and any such non-U.S. Governmental Authority pursuant to any applicable Other Investment Laws. The Company shall also, at the request of the Holder, make additional filings under the HSR Act and under any applicable Other Investment Laws, and again comply with the preceding sentence as the Holder shall reasonably request from time to time in order to fully realize the rights and benefits under this Agreement and the Notes. (iii) Notwithstanding anything to the Accreted Value contrary in any combination thereof. For subsection 4.1(a), conversion of this Note, in whole or in part, into Applicable Shares at the avoidance election of doubt, for purposes of calculating the Conversion RatioHolder pursuant to subsection 4.1(a)(i) shall not occur and shall be postponed to the extent that after such conversion, the Accreted Value aggregate number of Applicable Shares outstanding will exceed the Preference authorized number of such Applicable Shares that are being converted shall include in the amount Certificate. In such event, any conversion of any dividends which have been accretedthis Note, compounded and added to the Preference Share Issue Amount in whole or in part, into Applicable Shares pursuant to clause (bsubsection 4.1(a)(i) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by postponed until the surrender authorized number of certificate(ssuch Applicable Shares is sufficient to complete any such conversion of this Note. (iv) evidencing In the Preference Shares to be converted to the Company event at any time during usual business hours at its principal place of business (or such other office or agency the Conversion Rights of the Company as the Company Holder may designate by notice be limited in writing to the holders of Preference Sharesany way (including, without limitation, under subsection 4.1(a)(ii) or subsection 4.1(a)(iii), 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares), the Company shall (subject shall, in addition to compliance with the applicable provisions of federal its obligations described above, use its reasonable best efforts to take all actions necessary or advisable to cause such limitations to be removed and state securities Laws) deliver to provide to the holder Holder the full rights and benefits of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personits Conversion Rights hereunder.

Optional Conversion. Each (a) In addition to and without limiting the rights of the holder of Preference Shares this Option under the terms of this Option, such holder shall have the right, at its option, right (the "Conversion 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 from time after the Effective Date and to time, to convertand including the Expiration Date, subject to the terms and provisions restrictions set forth in Section 4. Upon exercise of this clause 13, any or all of such holder’s Preference Shares into such the Conversion Right with respect to a particular number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, shares subject to adjustment as provided in clause 13(f) below this Option (such price in subclause (ythe "Converted Option Shares"), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted Company shall (i) be added to the Accreted Value, (ii) be paid in cash deliver to the holder of such Preference 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 or 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 (iii) as hereinafter defined). The "Net Value" of the Converted Option Shares shall be paid 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 or added equal to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value fair market 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 resulting fractional share. (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall The Conversion Right may be exercised by the holder of this Option by the surrender of certificate(s) evidencing this Option at 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 together with a written notice statement specifying that the holder elects thereby intends to convert such Preference Shares exercise the Conversion Right and specifying indicating the name or names number of shares subject to this Option which are being surrendered (with addressreferred to in paragraph (a) above as the Converted Option Shares) in which 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 certificate or certificates for Ordinary Shares are check in payment of any fractional share and, in the case of a partial exercise, a new option evidencing the shares remaining subject to this Option, shall be issued as of the Conversion Date and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing this Option within 7 days following the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personConversion Date.

Optional Conversion. Each holder of Preference To convert any Conversion Amount into Conversion Shares shall have the right, at its option, at on any 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 such number of fully paid and non-assessable Ordinary Shares as is equal to the product of 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 (ya “Conversion Date”), the “Conversion Price” and such quotient in subclause Holder shall (iiA) transmit by facsimile (or otherwise deliver), for receipt on or before 5:00 p.m., Atlanta Time, on such date, a copy of an executed notice of conversion in the form attached as Exhibit I (the “Conversion RatioNotice”) to the Company and (B) surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or provide an indemnification undertaking acceptable to the Company with respect to this Note in the case of its loss, theft or destruction). At On or before the option of the Company, any accrued and unpaid dividends as of second (2nd) Business Day following the date of conversion in respect receipt of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the a Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference SharesNotice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (subject the “Transfer Agent”). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall: (x) provided that (1) the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program and (2) the Registration Condition is satisfied, credit such aggregate number of Conversion Shares to compliance which the Holder shall be entitled to the Holder’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (y) if the applicable provisions of federal Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if the Registration Condition is not satisfied, issue and state securities Laws) deliver to the holder address as specified in the Conversion Notice, a certificate, registered in the name of such Preference Shares so surrenderedthe Holder, certificate(s) evidencing for the number of fully paid Conversion Shares to which the Holder shall be entitled, provided, however, that such certificate shall bear the following restrictive legend: Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Conversion Shares until this Note is physically surrendered to the Company, or the Holder notifies the Company that this Note has been lost, stolen or destroyed and non-assessable Ordinary Shares into which such Preference Shares are 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 four (4) Trading Days after receipt of this Note and at its own expense, issue and deliver to the Holder a new Note (in accordance with Section 14(d)) representing the outstanding Principal not converted. The Person or Persons entitled to be converted. Upon registration in receive the register Conversion Shares issuable upon a conversion of members of the Company (which this Note shall be subject to surrender treated for all purposes as the record holder or holders of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personConversion Shares.

Optional Conversion. Each holder (i) The holders of Preference Shares the Series F CCPS shall severally have the right, at its option, at any time and from time to timetime at their sole option after their issuance, to convertrequire the Company, subject by written notice (the “Conversion Notice”), to convert their respective Series F CCPS into Equity Shares of the Company. A copy of the Conversion Notice shall also be sent to the terms Sponsors, Proparco, Helion, FC, DEG and IFC. In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (twenty one) days from the date of the Conversion Notice. The Series F CCPS will be convertible into Equity Shares of the Company at a conversion ratios of 1:1 (the “Conversion Factor”), without being required to pay any amount for such conversion. However, if the holders of Series F CCPS are unable to receive amounts equal to their entitlements under the provisions of the Agreement (as amended from time to time) dealing with Liquidation Event A in the Company, Drag right of the Investor, Drag right of IFC, DEG and Proparco and Buy back of Equity Securities (as applicable) on the basis of the Conversion Factor of 1:1 due to pricing restrictions under applicable Law, then each Series F CCPS shall be converted at such higher conversion ratio that will permit the holders of Series F CCPS to receive the amounts that they are entitled under the provisions of Agreement (as amended from time to time) dealing with Liquidation Event A in the Company, Drag right of the Investor, Drag right of IFC, DEG and Proparco and Buy back of Equity Securities as applicable; in which event the term ‘Conversion Factor’ shall be reckoned accordingly. For avoidance of doubts, the holders of Series F CCPS shall not be entitled to any proceeds over and above their entitlements under the provisions of Agreement (as amended from time to time) dealing with Liquidation Event A in the Company, Drag right of the Investor, Drag right of IFC, DEG and Proparco and Buy back of Equity Securities, irrespective of the Conversion Factor. (ii) The Conversion Notice shall be dated and shall set forth: (a) The number of Series F CCPS in respect of which the holders of the Series F CCPS are exercising their right to conversion in accordance with this clause 13paragraph 5.2; and (b) The number of Equity Shares of the Company that the Series F CCPS shall convert into. (iii) Upon receipt of the Conversion Notice, any or all the Company shall effect the following: (a) Convening of such holder’s Preference Shares into a meeting of the Board, in which meeting the Company shall approve the following: (A) The conversion of the relevant Series F CCPS; (B) The cancellation of the share certificates representing such number of fully paid the Series F CCPS; and (C) The issuance and non-assessable Ordinary Shares as is equal to the product allotment of (i) the such number of Preference Equity Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the CompanyCompany that the Series F CCPS shall convert into, any accrued and unpaid dividends in each case, as of the date of conversion are mentioned in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause Notice; (b) Issuance of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or agency of the Company as the Company may designate by notice in writing duly stamped share certificates to the holders of Preference Shares), accompanied by written notice that the holder elects Series F CCPS to convert evidence such Preference Shares and specifying holders of the name or names (with address) in which a certificate or certificates for Ordinary Shares Series F CCPS as the owners of the shares issued upon conversion of their respective Series F CCPS as are to be issued and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration mentioned in the Conversion Notice; (c) Updating its register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, holders of the person Series F CCPS as the owners of the shares issued pursuant to the conversion of the relevant Series F CCPS as mentioned in whose name any certificate(sthe Conversion Notice; (d) for Ordinary Shares Filing with the jurisdictional Registrar of Companies of prescribed forms in respect of allotment of the shares to the holders of the Series F CCPS pursuant to such holders of the Series F CCPS exercising their rights in accordance with paragraph 5.1 and shall be issuable upon such conversion shall be provide the holder holders of record the Series F CCPS with certified true copies of prescribed forms duly filed with the jurisdictional Registrar of Companies along with the receipt in respect of such Ordinary Shares on forms; and (e) The Company and the Sponsors shall do all such dateacts and deeds as may be necessary to give effect to the provisions of this paragraph 5, notwithstanding that including without limitation, convening a meeting of the Board to approve the splitting of the share certificates evidencing such Ordinary Shares shall not then be actually delivered to such personrepresenting the Series F CCPS.

Optional Conversion. Each holder share of Preference Shares shall have the right, at its option, Series B Preferred Stock may be converted at any 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 Stock, provided, however, that on any redemption of any Series B Preferred Stock or any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the date fixed for such redemption or for the payment of any amounts distributable on liquidation to the holders of Series B Preferred Stock, as the case may be (unless the Corporation defaults upon the payment due upon such redemption or liquidation). (a) The applicable conversion rate ("Conversion Rate") and conversion price ("Conversion Price") of the Series B Preferred Stock from time to time, to convert, subject to the terms and provisions of this clause 13, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as time in effect is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(fhereinafter 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) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”)of $10.00 per share of Common Stock. At the option Exercise of the Companyconversion right set forth herein by 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 not declared, up to and unpaid dividends as of including the date time of conversion in respect of any shares of Series B Preferred Stock then being converted. In the Preference Shares being converted 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. (ib) 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 provisions of this paragraph (b), be added issuable upon conversion of any Series B Preferred Stock, the Corporation shall in lieu thereof pay to the Accreted Value, (ii) be paid 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. (d) In order to exercise the conversion privilege, 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 record of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares Series B Preferred Stock to be converted shall surrender his or its certificate or certificates therefor to the Company principal office of the transfer agent for the Series B Preferred Stock (or if no transfer agent is at any the time during usual business hours appointed, then the Corporation at its principal place of business (or such other office or agency of the Company as the Company may designate by office), and shall give written notice in writing to the holders of Preference Shares), accompanied by written notice Corporation at such office that the holder elects to convert the Series B Preferred Stock represented by such Preference Shares and specifying certificates, or any number thereof. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, subject to any restrictions on transfer relating to shares of the Series B Preferred Stock or shares of Common Stock upon conversion thereof. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly authorized in writing. The date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of the certificates and notice shall be the conversion date. As soon as practicable after receipt of such notice and the surrender of the certificate or certificates for Series B Preferred Stock as aforesaid, the Corporation shall cause to be issued and delivered at such office to such holder, or on his or its written order, a certificate or certificates for Ordinary Shares are to the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in paragraph (b) of this Section 5 in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (e) The Corporation shall at all times when the Series B Preferred Stock shall be issued outstanding reserve and (if so required by keep available out of its authorized but unissued stock, for the Company) by a written instrument or instruments purposes of transfer in form reasonably satisfactory to effecting the Company duly executed by conversion of the holder or Series B Preferred Stock, such number of its duly authorized legal representative shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and transfer tax stamps or funds therefor, if required pursuant to clause 13(1legally issue fully-paid and nonassessable shares of such Common Stock at such adjusted Conversion Price. (f) below. All certificates evidencing Preference Shares 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 delivered to the Company for cancellation retired and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered reissued, and the Corporation may from time to time take such personappropriate action as may be necessary to reduce the authorized Series B Preferred Stock accordingly.

Optional Conversion. Each holder (a) In addition to and without limiting the right of Preference Shares any Warrantholder under the terms of this Warrant, the Warrantholder shall have the right, at its option, right (the "Conversion Right") to convert this Warrant or any portion thereof into Securities as provided in this Section 10 at any time and or from time-to-time to time, to convert, subject to after the terms and provisions of this clause 13, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as first anniversary of the date of conversion in respect hereof and prior to its expiration. Upon exercise of the Preference Shares being converted shall Conversion Right with respect to a particular number of Units subject to this Warrant (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or agency of the Company as the Company may designate by notice in writing to the holders of Preference Shares"Converted Securities"), 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrenderedthis Warrant, certificate(s) evidencing without payment by the holder of any exercise price or any cash or other consideration, that number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled Units equal to be converted. Upon registration in the register of members quotient obtained by dividing the Net Value (as hereinafter defined) of the Company Converted Securities by the sum of the fair market value (which as defined in paragraph (c) below) of one share of Common Stock plus one Unit Warrant, determined in each case as of the close of business on the Conversion Date (as hereinafter defined). The "Net Value" of the Converted Securities shall be subject determined by subtracting the aggregate Exercise Price of the Converted Securities from the aggregate fair market value of the Converted Securities. Notwithstanding anything in this Section 10 to surrender of such share certificates) to reflect the conversioncontrary, the person in whose name any certificate(s) for Ordinary Shares Conversion Right cannot be exercised with respect to a number of Converted Securities having a Net Value below $100. No fractional shares shall be issuable upon such conversion 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 be pay to the holder of record this Warrant an amount in cash equal to the fair market value of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personresulting fractional share.

Optional Conversion. Each holder of Preference Shares shall have the right, at its option, at any 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 such number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the CompanyPayee, at any time on or prior to the Maturity Date, any accrued and unpaid dividends as amounts outstanding under this Note (or any portion thereof), may be converted into warrants to purchase shares of Class A common stock of the date Maker at a conversion price (the “Conversion Price”), 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 respect 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 same adjustments applicable to the Private Placement Warrants. Before this Note may be converted under this Section 7(a), the Payee shall surrender this Note, duly endorsed, at the office of the Preference Shares being converted Maker and 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 state therein the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) unpaid principal of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares this Note 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 the certificates for Ordinary Shares Warrants are to be issued and (if so required by or the Company) by a written instrument or instruments book-entries to be made to reflect ownership of such Warrants with the Maker’s transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) belowagent). All certificates evidencing Preference Shares surrendered for The conversion shall be delivered deemed to have been made immediately prior to the Company for cancellation and cancelled by it. As promptly as practicable after close of business on the date of the surrender of any Preference Shares, this Note and the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are person or persons entitled to be converted. Upon registration in receive the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable Warrants upon such conversion shall be treated for all purposes as the record holder of record or holders of such Ordinary Shares on 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 Warrants shall constitute “Registrable Securities” pursuant to that certain Amended and Restated Registration Rights Agreement, notwithstanding that dated July 19, 2021, among the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personMaker, Payee and certain other security holders named therein.

Optional Conversion. Each holder To convert any Conversion Amount into shares of Preference Shares 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”), each applicable Class B Lender shall (A) transmit by facsimile or electronic mail (or otherwise deliver), for delivery on or prior to 5:00 p.m. (New York City time) on such date, a copy of an executed notice of conversion in the right, at its option, at any time and from time to time, to convert, subject form attached hereto as Exhibit I (a “Conversion Notice”) to the terms Parent Entity and provisions (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 this clause 13Conversion Stock on the applicable Share Delivery Date (as defined below), surrender any Notes representing the Conversion Amount to be converted to a common carrier for delivery to the Parent Entity as soon as practicable on or all following such date (or an affidavit with respect to such Notes in the case of their loss, theft, destruction or mutilation 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 holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal Conversion Notice to the product of applicable Class B Lenders and the Parent Entity’s transfer agent for the Common Stock (i) the “Transfer Agent”). The Parent Entity shall use commercially reasonable efforts to issue in uncertificated book-entry form the number of Preference Shares being so convertedshares of Conversion Stock to which the Class B Lenders shall be entitled on or before the third (3rd) Business Day following the date on which the Required Class B Lenders pursuant to Section 1(a), multiplied by have delivered Conversion Notices to the Parent Entity (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference a “Share Issue AmountDelivery Date”), subject to adjustment as provided in clause 13(f) below (such price in subclause (ySection 1(c)(ii), and evidence thereof shall be promptly delivered by the “Conversion Price” and such quotient in subclause (ii)Transfer Agent to the applicable Class B Lenders. If requested by any Class B Lender, the “Parent Entity shall issue and deliver to the applicable address as specified in the Conversion Ratio”). At Notice, a certificate, registered in the option name of the Companyapplicable Class B Lender or its designee, for the number of shares of Conversion Stock to which such Class B Lender shall be entitled. Any certificate representing shares of Conversion Stock, or any accrued shares of Conversion Stock issued in book-entry form, shall bear, in addition to any other legends as may be required by law or by the Transfer Agent, the legend set forth below, in the case of certificates, or notation to a similar effect on the stock register, in the case of book-entry shares. If any Note that has been issued is physically surrendered for conversion as required by Section 1(c)(iv) and unpaid dividends the outstanding principal of all Notes surrendered is greater than the principal portion of the Conversion Amount being converted, then the 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 delivery of such Note(s) and at its own expense, issue and deliver to the applicable Class B Lender a new Note or Notes (in accordance with Section 11) representing the outstanding principal not converted. The Person or Persons entitled to receive the shares of Conversion Stock pursuant to this Exhibit K shall be treated for all purposes as the record holder or holders of such shares of Conversion Stock as of the Close of Business on the applicable Conversion Date, irrespective of the date such shares of Conversion Stock are credited to such Person’s account or the date of conversion in respect delivery of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personshares 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. Each holder (a) In addition to and without limiting the right of Preference Shares any Warrantholder under the terms of this Warrant, the Warrantholder shall have the right, at its option, right (the "Conversion Right") to convert this Warrant or any portion thereof into Securities as provided in this Section 10 at any time and or from time-to-time to time, to convert, subject to after the terms and provisions of this clause 13, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as first anniversary of the date of conversion in respect hereof and prior to its expiration. Upon exercise of the Preference Shares being converted shall Conversion Right with respect to a particular number of Units subject to this Warrant (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or agency of the Company as the Company may designate by notice in writing to the holders of Preference Shares"Converted Securities"), 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrenderedthis Warrant, certificate(s) evidencing without payment by the holder of any exercise price or any cash or other consideration, that number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled Units equal to be converted. Upon registration in the register of members quotient obtained by dividing the Net Value (as hereinafter defined) of the Company Converted Securities by the sum of the fair market value (which as defined in paragraph (c) below) of one and one-half shares of Common Stock plus one and one-half Unit Warrants, determined in each case as of the close of business on the Conversion Date (as hereinafter defined). The "Net Value" of the Converted Securities shall be subject determined by subtracting the aggregate Exercise Price of the Converted Securities from the aggregate fair market value of the Converted Securities. Notwithstanding anything in this Section 10 to surrender of such share certificates) to reflect the conversioncontrary, the person in whose name any certificate(s) for Ordinary Shares Conversion Right cannot be exercised with respect to a number of Converted Securities having a Net Value below $100. No fractional shares shall be issuable upon such conversion 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 be pay to the holder of record this Warrant an amount in cash equal to the fair market value of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personresulting fractional share.

Optional Conversion. Each holder of Preference Shares shall have Prior to the rightMaturity Date, at its optiona Holder Majority may elect, at any time and from time by written notice (the “Optional Conversion Notice”) to timethe Company, to convertconvert 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 provisions conditions set forth herein. The Company shall give the Holder not less than ten days prior written notice of any Non-Qualified Financing (an “NQF Notice”) and the Holder Majority must deliver any Optional Conversion Notice to the Company not later than five days after receiving such NQF Notice. The number of shares of Non-Qualified Financing Securities to be issued upon such conversion of this clause 13, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is Note shall be equal to the product of quotient obtained by dividing (i) the number Subject Amount as of Preference Shares being so converted, multiplied the date of the closing of the Non-Qualified Financing by (ii) the quotient 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 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 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 (xincluding 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 Accreted Valueissuance at fair market value, divided as determined in good faith by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option Board of Directors of the Company, any accrued and unpaid dividends as by the Company (in one or more transactions) of up to 227,759 shares of Common Stock in the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, aggregate or (ii) be paid in cash to any Qualified Financing. In the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value event that in any combination thereof. For Non-Qualified Financing some or all of the avoidance consideration paid for the Non-Qualified Financing Securities is non-cash consideration, the price per share of doubtthe Non-Qualified Financing Securities, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing determining the number of fully paid and nonNon-assessable Ordinary Shares into which such Preference Shares are entitled Qualified Financing Securities to be converted. Upon registration received for Notes converted pursuant to this Section 3(b), shall be determined in good faith by the register Board of members Directors of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personCompany.

Optional Conversion. Each holder At any time prior to the Maturity Date, at the option of Preference Holder in its sole discretion, all or any portion of the then outstanding Principal Amount of this Convertible Note may be converted (an "Optional Conversion") into a number of Shares (the "Optional Conversion Shares") equal to the amount of the then outstanding Principal Amount to be converted divided by the Conversion Price. Notwithstanding the foregoing, 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 right of Optional Conversion, Holder shall surrender this Convertible Note at the principal office of Obligor and shall give written notice of such exercise, substantially in the form of Exhibit A attached hereto (the "Optional Conversion Notice"), to Obligor at such office. Such Optional Conversion shall be deemed to have been effected at the close of business on the date on which such Optional Conversion Notice, duly completed and executed, shall have the rightbeen given as aforesaid, at its option, at any time and from time to time, to convertand, subject to the terms and provisions last sentence of this clause 13Section 7(a), any or at such time such portion of the Principal Amount as is subject to such Optional Conversion shall be applied by Obligor in full payment of the Optional Conversion Shares to be issued in consequence of the Conversion and that application shall discharge Obligor from all liability in respect of such holder’s Preference Shares into such number portion of fully paid the Principal Amount converted, and non-assessable Ordinary Shares Holder shall be deemed for all purposes to have become the holder of the Optional Conversion Shares. As promptly as is equal to the product of practicable, but in no event later than seven (7) Business Days, after an Optional Conversion, Obligor, at its expense, shall cause (i) the number 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 Preference Shares being so convertedthe Inland Revenue Department and as appropriate under the laws of the Cayman Islands, multiplied by (ii) Holder's name to be entered in the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option register of the Companymembers of Obligor in respect of the Optional Conversion Shares, any (iii) to be paid to Holder all accrued and unpaid dividends 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 to the contrary, no Optional Conversion shall be deemed to have occurred unless and until Obligor shall have complied with the obligations set forth in the immediately preceding sentence, whereupon such Optional Conversion shall be deemed to have been effective as of the date of conversion in respect of the Preference Shares being converted Optional Conversion Notice is given to Obligor; provided, however, that no failure by Obligor to so comply with such obligations shall (i) be added to the Accreted Value, (ii) be paid in cash to prohibit Holder from exercising its rights as 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 Optional Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such person.

Optional Conversion. Each holder of Preference Shares shall have the right, at its option, at any time and from time to time, to convert, subject Prior to the terms date of the conversion described in Section 4(a) above, Holder shall surrender this Note, duly endorsed, and provisions a copy of this clause 13, any or all an executed notice of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares conversion in the form attached hereto as is equal to the product of Exhibit I (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), 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 Ratio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted ValueDate.” 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly soon as practicable after the surrender Conversion Date (but in no event later than three (3) business days thereafter), the Company shall transmit by facsimile an acknowledgment of any Preference Sharesconfirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the second (2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (subject 1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to compliance which Holder shall be entitled to Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the applicable provisions of federal Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and state securities Lawsdeliver (via reputable overnight courier) deliver to the holder address as specified in the Conversion Notice, a certificate, registered in the name of such Preference Shares so surrenderedHolder or its designee, certificate(s) evidencing for the number of fully paid shares of Common Stock to which 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 non-assessable Ordinary Shares into 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 upon Holder’s conversion hereunder (as the case may be), and if on or after such Preference Shares are entitled Share Delivery Deadline Holder purchases (in an open market transaction or otherwise) shares of Common Stock to be converted. Upon registration deliver in the register satisfaction of members a sale by Holder of all or any portion of the Company (which shall be subject to surrender number of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be shares of Common Stock issuable upon such conversion that Holder so anticipated receiving from the Company, then, in addition to all other remedies available to Holder, the Company shall, within three (3) business days after receipt of 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 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 which Holder is entitled upon Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personterminate.

Optional Conversion. Each holder of Preference Shares shall have the rightThe Holder is entitled, at its option, to convert, and sell on the same day or at any subsequent time, at any time when the Company’s common stock par value US$0.001 per share (“Common Stock”) is trading at or above the Conversion Price and from time to time, to convert, subject to the terms and provisions until payment in full of this clause 13Debenture, all or any or all part of such holder’s Preference Shares the principal amount of the Debenture, plus accrued interest, into such number shares (the “Conversion Shares”) of fully paid and non-assessable Ordinary Shares as is the Common Stock, at the price per share equal to the product of $0.0875 (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price”). 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 this Debenture, the Holder hereof shall deliver written notice thereof, substantially in the form of Exhibit “A” and such quotient in subclause to this Debenture, with appropriate insertions (ii), the “Conversion RatioNotice”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or agency of address as set forth herein. The date upon which 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered effective (the “Conversion Date”) shall be deemed to be the date set forth in the Conversion Notice. Upon the Holder converting any of this Debenture into Common Stock or the Company redeeming any of this Debenture as provided herein, the principal amount owed under this Debenture shall be reduced by the principal amount so converted or redeemed. Additionally, whenever the monthly installment due pursuant to the Company for cancellation and cancelled by it. As promptly as practicable after Mandatory Redemption provisions of Section 1.05 hereof is not paid within five (5) days of the surrender due date of any Preference Sharessuch payment (unless such obligation has been suspended under the terms of Section 1.05), the Company Holder shall have the right to convert this Debenture at an amount equal to eighty-five percent (subject 85%) of the lowest daily closing bid price of the Company’s Common Stock, as quoted by Bloomberg, LP, for the ten (10) trading days immediately preceding the Conversion Date. In no event shall the Holder be entitled to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the convert this Debenture for a number of fully paid shares of Common Stock in excess of that number of shares of Common Stock which, upon giving effect to such conversion, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder and non-assessable Ordinary Shares into which such Preference Shares are entitled its affiliates to be converted. Upon registration in the register of members exceed 4.99% of the Company (which shall be subject to surrender outstanding shares of the Common Stock following such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such person.

Optional Conversion. Each holder (i) Subject to and in compliance with the provisions of Preference Shares shall this Section 4, any 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 the right, at its optionnot yet been redeemed) may, at any time and or from time to timetime at the option of the holder, to convert, subject to the terms and provisions of this clause 13, any or all of such holder’s Preference Shares be converted into such number of fully paid and non-assessable Ordinary Shares as is equal shares of Common Stock. The number of shares of Common Stock to which a holder of Series A Convertible Preferred Stock shall be entitled upon such conversion shall be the product of obtained by multiplying (iA) the number of Preference Shares shares of Series A Convertible Preferred Stock being so converted, multiplied by (B) [____] (the "Series A Conversion Rate"). [Note: In the version of the ------------------------ Certificate of Designation that will be in effect when the Plan is confirmed, the Series A Conversion Rate will be set so that the number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock (the "Underlying Shares") would represent fifteen percent (15%) of the shares of ----------------- Common Stock outstanding, as of the effective date of the Corporation's Plan, after 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), but without giving effect to any shares issued pursuant to the exercise of rights issued pursuant to the Corporation's Stockholder Protection Rights Agreement (the "Rights Agreement") or any shares, options, ---------------- warrants or other securities issued or to be issuable in connection with a Conversion Event (it being understood that a Conversion Event could occur before the effective date of the confirmed Plan and prior to the issuance of the Series A Convertible Preferred Stock). Each share of Common Stock issuable upon the exercise or conversion, as applicable, of an outstanding option, warrant or other security exercisable for or convertible into Common Stock (other than any option, warrant or other security issued or to be issuable in connection with a Conversion Event) with an exercise price or conversion price, as applicable, of less than 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) 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 (yTo exercise conversion rights under this Section 4(a), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option a holder of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being Series A Convertible Preferred Stock to be so converted shall (ia) be added surrender the certificate or certificates representing the shares being converted to the Accreted ValueSecretary of the Corporation at its principal office, (ii) be paid in cash accompanied by evidence of proper assignment thereof 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 Corporation and added to the Preference Share Issue Amount pursuant to clause (b) shall give written notice to the Secretary of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company Corporation at any time during usual business hours at its principal place of business (or that office that 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 shares, such written notice to include the name or names (with addressaddress or addresses) in which a the certificate or certificates for Ordinary Shares are to 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 (if so required by a "Conversion Notice"). Should a ----------------- holder of Series A Convertible Preferred Stock wish to receive an electronic transmission of the Companyshares of Common Stock issuable upon a conversion through the DTC's DWAC system pursuant to Section 10(d) by a written instrument in lieu of delivery of physical certificates, such holder shall (a) surrender the certificate or instruments of transfer in form reasonably satisfactory certificates representing the shares being converted to the Company duly executed 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 or its duly authorized legal representative 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 tax stamps or funds therefor, if required pursuant to clause 13(1) belowagent. All certificates evidencing Preference Shares surrendered for conversion shall be The date when a Conversion Notice is delivered to the Company for cancellation and cancelled by itCorporation, 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 surrender of any Preference Shares---- Conversion Date and in compliance with applicable securities laws, the Company Corporation shall (subject to compliance with the applicable provisions of federal issue and state securities Laws) shall deliver to the holder of the shares of Series A Convertible Preferred Stock being converted, a certificate or certificates in such Preference Shares so surrendered, certificate(s) evidencing denominations as such holder may request in writing for the number of fully paid and non-assessable Ordinary Shares into which full shares of Common Stock issuable upon the conversion of such Preference Shares are entitled to be converted. Upon registration shares of Series A Convertible Preferred Stock in accordance with the provisions of this Section 4, plus cash as provided in Section 4(g) below in respect of any fraction of a share of Common Stock issuable upon such conversion; provided, however, -------- ------- that in the register case of members a transmission through the DWAC system in which all of the Company conditions set forth in this Section 4 and in Section 10(d) have been met, the Corporation shall cause its transfer agent to deliver (which in accordance with, and subject to the provisions of, Section 10(d)) the number of full shares of Common Stock issuable upon the conversion of such shares of Series A Convertible Preferred Stock in accordance with the provisions of this Section 4 no later than the third trading day after the Conversion Date. In the event that the Corporation does not timely fulfill its obligation to cause its transfer agent to deliver the shares of Common Stock issuable upon the conversion of shares of Series A Convertible Preferred Stock pursuant to a DWAC Conversion Notice, the holder of the shares being converted may revoke the DWAC Conversion Notice at any time prior to the delivery or issuance of such shares. A conversion shall be subject deemed to surrender have been effected immediately prior to the close of business on the Conversion Date, and at such share certificates) to reflect time the conversion, 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(s) certificate or certificates for Ordinary Shares shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personshares of Common Stock represented thereby.

Optional Conversion. Each holder (a) Subject to and upon compliance with the provisions of Preference Shares this Section 4, each Holder of this Note shall have the right, at its such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (including the accrued and unpaid interest thereon) at any time and from time to time, to convert, subject prior to the terms and provisions close of this clause 13business on the second Trading Day immediately preceding the Maturity Date, any or all at an initial conversion rate of such holder’s Preference Shares into such number 80 shares of fully paid and non-assessable Ordinary Shares as is equal to the product of Common Stock (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)Section 6, the “Conversion Price” Rate”) per $1,000 of principal amount of Notes and such quotient a number of shares of Common Stock equal to the Conversion Rate per $1,000 of accrued and unpaid interest on any Notes (subject to, and in subclause (iiaccordance with, the settlement provisions of Section 4(b), an “Optional Conversion”). (b) To exercise its conversion rights in the event of an Optional Conversion, the Holder shall comply with the Applicable Procedures of the Depositary in effect at that time and, if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled pursuant to Section 4(d) and pay all transfer or similar taxes, if any, pursuant to Section 4(g). Upon compliance by such Holder with such Applicable Procedures, the electing Holder shall notify the Company of the exercise of its conversion rights with respect to such Holder’s Notes or portion thereof and if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled pursuant to Section 4(d) and pay all transfer or similar taxes, if any, pursuant to Section 4(g). (c) The Notes (or portion thereof) shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion RatioDate”) that the Holder has complied with the requirements set out in Section 4(b) above. The Company shall deliver the shares of Common Stock (in book entry form) registered in the name of the Holder or its assigns at the appropriate Conversion Rate, subject to adjustment in accordance with Section 7 no later than the second Trading Day following the applicable Conversion Date (the “Share Delivery Date”). At No fractional shares shall be issued upon an Optional Conversion. Any shares of Common Stock to be issued upon an Optional Conversion shall be rounded down to the option nearest whole share. Upon the conversion in full or in part of this Note into Common Stock of the Company pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder an amount in cash equal to such fraction multiplied by the price at which this Note converts, which amount shall be payable at the same time as delivery of the shares of Common Stock issuable to the Holder in accordance with this Section 4. In addition, to the extent the Holder has converted only a portion of the outstanding principal amount of this Note and such Notes are not then in book entry form in accordance with Section 1.4 of Annex A, a replacement Note for the outstanding principal amount of the Note not converted will be delivered to the Holder at the same time as the delivery of any shares of Common Stock issuable in accordance with this Section 4. (d) The Company’s settlement of the Optional Conversion shall be deemed to satisfy in full its obligation to pay the principal amount of the Notes so converted and accrued and unpaid interest thereon, if any, to, but excluding, the relevant Conversion Date. Accrued and unpaid interest on the principal amount so converted, if any, to, but excluding, the relevant Conversion Date shall be converted into shares of Common Stock at the Conversion Rate. If the principal amount of any Notes are converted after the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date (in addition to having the value of such interest converted in connection with such conversion) will receive the full amount of interest payable on such Notes in cash on such Interest Payment Date notwithstanding the conversion. Therefore, the principal amount of any Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted on the corresponding Interest Payment Date (regardless of whether the converting Holder was the Holder of record on the corresponding Regular Record Date); provided that no such payment shall be required (1) for conversions following the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note. (e) The Company shall be forever released from all of its obligations and liabilities under the Notes with respect to the principal amount of Notes and accrued interest thereon, if any, so converted and such principal amount of Notes so converted shall be deemed paid, and of no further force and effect, and the Company shall, if such Notes are not then in book entry form in accordance with Section 1.4 of Annex A, issue a new Note evidencing any remaining outstanding principal amount of Notes not converted pursuant to the Optional Conversion. (f) The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the outstanding principal amount of Notes, plus accrued and unpaid interest thereon, if any, from time to time as such Notes are presented for conversion. (g) The Company shall pay any and all stamp, stock transfer, stock issuance and other similar taxes or any other fees that may be payable in respect of any issuance or delivery of shares of Common Stock of the Company upon conversion of this Note pursuant to this Section 4, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Company or its Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Company or its Agent receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (h) Upon the conversion of an interest in any Global Note, the Company or its Agent or the custodian at the direction of the Company, any accrued and unpaid dividends shall make a notation on such Global Note as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration reduction in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personprincipal amount represented thereby.

Optional Conversion. Each holder of Preference Shares shall have the rightAt any time, at its option, at any time and from time to time, to convertfrom the Date of Issue, subject to the terms and provisions principal amount of this clause 13Note (plus default interest, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to the product of (iif any) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At shall be convertible at the option of the CompanyHolder, any accrued and unpaid dividends as in whole or in part, into shares of the Issuer's common stock (an "Optional Conversion") at the Optional Conversion Price. Holder shall effect any Optional Conversion by delivering to the Issuer a Notice of Conversion in the form annexed hereto as Annex A setting forth the effective date for the conversion (the "Conversion Date"). The "Optional Conversion Price" shall be, in the order of conversion in respect 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 Preference Shares being converted shall (i) be added to closing bid prices for 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 five trading days preceding the Conversion RatioDate. b. If there is no bid price quoted, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion Optional Conversion Price shall be the holder cash-equivalent price per share in the most recent arms-length sale of record 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 Conversion Date. c. If the criteria described in "a" or "b" are not available, the Optional Conversion Price shall be the value to which the Holder and the Issuer shall agree, if such written agreement is executed within 10 business days after the Conversion Date. d. If none of such Ordinary Shares on such datethe aforesaid criteria determines the Optional Conversion Price, notwithstanding that then the certificates evidencing such Ordinary Shares shall Optional Conversion Price will be determined by a member of the American Society of Appraisers chosen by agreement of the Holder and the Issuer, with the costs of the appraisal being born equally by the Holder and the Issuer. If the Holder and Issuer have not agreed upon an appraiser within thirty days after the Conversion Date, then be actually delivered either party may apply to such persona court of competent jurisdiction for appointment of an appraiser.

Optional Conversion. Each (a) In addition to and without limiting the rights of the holder of Preference Shares this Warrant under the terms of this Warrant, the holder of this Warrant shall have the right, at its option, right (the "Conversion Right") to convert this Warrant or any portion thereof into shares of Common Stock as provided in this paragraph 11.6 at any time and or from time to time, time after the first anniversary of the date hereof and prior to convertits expiration, subject to the terms and provisions of this clause 13, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to the product of restrictions set forth in paragraph (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1c) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference "Converted Warrant Shares"), the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrenderedthis Warrant, certificate(s) evidencing without payment by the holder of any exercise price or any cash or other consideration, that number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled shares of Common Stock equal to be converted. Upon registration in the register of members quotient obtained by dividing the Net Value (as hereinafter defined) of the Company Converted Warrant Shares by the fair market value (which as defined in paragraph (d) below) 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 Warrant Shares shall be subject determined by subtracting the aggregate warrant purchase price of the Converted Warrant Shares from the aggregate fair market value of the Converted Warrant Shares. Notwithstanding anything in this paragraph 11.6 to surrender of such share certificates) to reflect the conversioncontrary, the person in whose name any certificate(s) for Ordinary Conversion Right cannot be exercised with respect to a number of Converted Warrant Shares having a Net Value below $100. No fractional shares shall be issuable upon such conversion 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 be pay to the holder of record this Warrant an amount in cash equal to the fair market value of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personresulting fractional share.

Optional Conversion. Each holder (a) In addition to and without limiting the right of Preference Shares any Warrantholder under the terms of this Warrant, the Warrantholder shall have the right, at its option, right (the "Conversion Right") to convert this Warrant or any portion thereof into Securities as provided in this Section 10 at any time and or from time-to-time to time, to convert, subject to after the terms and provisions of this clause 13, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as first anniversary of the date of conversion in respect hereof and prior to its expiration. Upon exercise of the Preference Shares being converted shall Conversion Right with respect to a particular number of Units subject to this Warrant (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or agency of the Company as the Company may designate by notice in writing to the holders of Preference Shares"Converted Securities"), 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrenderedthis Warrant, certificate(s) evidencing without payment by the holder of any exercise price or any cash or other consideration, that number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled Units equal to be converted. Upon registration in the register of members quotient obtained by dividing the Net Value (as hereinafter defined) of the Company Converted Securities by the sum of the fair market value (which as defined in paragraph (c) below) of one Common Share plus one Unit Warrant, determined in each case as of the close of business on the Conversion Date (as hereinafter defined). The "Net Value" of the Converted Securities shall be subject determined by subtracting the aggregate Exercise Price of the Converted Securities from the aggregate fair market value of the Converted Securities. Notwithstanding anything in this Section 10 to surrender of such share certificates) to reflect the conversioncontrary, the person in whose name any certificate(s) for Ordinary Shares Conversion Right cannot be exercised with respect to a number of Converted Securities having a Net Value below $100. No fractional shares shall be issuable upon such conversion 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 be pay to the holder of record this Warrant an amount in cash equal to the fair market value of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personresulting fractional share.

Optional Conversion. Each holder (a) In addition to and without limiting the rights of Preference Shares RESoft under the terms of the Warrants, RESoft shall have the right, at right (the “Conversion Right”) to convert any Warrant or any portion of any Warrant into shares of Common Stock as provided in this Paragraph 7 after the Effective Date prior to its option, at any time and from time expiration. Upon exercise of the Conversion Right with respect to time, to convert, a particular number of shares subject to this Warrant (the terms and provisions “Converted Warrant Shares”), the Company shall deliver to RESoft, without payment by RESoft of this clause 13any exercise price or any cash or other consideration, any or all of such holder’s Preference Shares into such that number of fully paid and non-assessable Ordinary Shares as is shares of Common Stock equal to the product quotient obtained by dividing the Net Value (as hereinafter defined) of the Converted Warrant Shares by the fair market value (ias defined in Paragraph (d) below) 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 Warrant Shares shall be determined by subtracting the aggregate warrant purchase price of the Converted Warrant Shares from the aggregate fair market value of the Converted Warrant Shares. No fractional shares shall be issuable upon exercise of the Conversion Right, and if the number of Preference Shares being so converted, multiplied by (ii) shares to be issued in accordance with 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)foregoing formula is other than a whole number, the “Conversion Price” and such quotient Company shall pay to RESoft an amount in subclause (ii), cash equal to the “Conversion Ratio”). At the option fair market value of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause resulting fractional share. (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall The Conversion Right may be exercised by RESoft by the surrender of certificate(s) evidencing the Preference Shares to be converted to Warrant at the Company at any time during usual business hours at its principal place of business (or such other office or agency of the Company together with a written statement specifying that RESoft intends to exercise the Conversion Right and indicating the number of shares subject to the Warrant which are being surrendered (referred to in Paragraph (a) above as the Converted Warrant Shares) in exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company may designate by notice of this Warrant 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 of the Warrant. Certificates for the shares of Common Stock issuable upon exercise of the Conversion Right, together with a check in writing payment of any fractional share and, in the case of a partial exercise, a new warrant evidencing the shares remaining subject to the holders of Preference Shares)Warrant, 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 shall be issued as of the Conversion Date and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to RESoft within ten (10) days following the Company for cancellation and cancelled by it. As promptly as practicable after the surrender Conversion Date. (c) For purposes of any Preference Sharesthis Paragraph 7, the Company shall (subject to compliance with the applicable provisions “fair market value” of federal and state securities Laws) deliver to the holder a share of such Preference Shares so surrendered, certificate(s) evidencing the number Common Stock as of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which a particular date shall be subject to surrender of such share certificatesits “market price”, calculated as described in Paragraph 4(e) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personhereof.

Optional Conversion. Each holder 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 (whether by failure of Preference Shares shall have clause (i) or (ii) as set forth in the definition of Qualifying Fundraising), the Lender has the right, at its option, at any time and from time prior to timethe close of business on July 1, 2003, to convertconvert the outstanding principal amount and accrued interest, subject to the terms and provisions or a portion thereof, of this clause 13, any or all of such holder’s Preference Shares Debenture into such number of fully fully-paid and non-assessable Ordinary Shares as is equal to shares of preferred stock (the product of (i"Senior Stock") the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, 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 a stock exchange, any accrued and unpaid dividends as of regulated market or on the OTC-BB on the date of conversion in respect the exercise of the Preference option by the Lender, the price for the Senior Stock shall be 33% of the average share price for the Shares being converted shall (i) be added for the 30 trading days prior to the Accreted Valuedate of the exercise of the option by the Lender. In case the Company is not listed or traded on a stock exchange, (ii) a regulated market or the OTC-BB on the day of the exercise of the option, the price for the Senior Stock shall be paid in cash 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 independent expert, appointed by the board of directors of the Company and reasonably acceptable to the holder Lender. The option of such Preference Shares or (iii) the Lender will be paid in cash or added deemed to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating have been exercised on the Conversion RatioDate, as defined below. In order to exercise this optional conversion privilege, the Accreted Value of the Preference Shares that are being converted Lender shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted this Debenture to the Company at any time during usual business hours at its the Company's 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)executive office, accompanied by written notice in form satisfactory to the Company that the holder Lender elects to convert the principal amount and accrued interest of this Debenture or a portion hereof specified in such Preference Shares and specifying notice. Such notice shall also state the name or names (with address) in which a the certificate or certificates for Ordinary Shares are to be issued and (if so required by the Company) by a written instrument or instruments shares of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (Senior Stock which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon on such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personissued.

Optional Conversion. Each (a) In addition to and without limiting the rights of the holder of Preference Shares this Warrant under the terms of this Warrant, the holder of this Warrant shall have the right, at its option, right (the "Conversion Right") to convert this Warrant or any portion thereof into shares of Common Stock as provided in this paragraph 10 at any time and or from time to time, time after the first anniversary of the date hereof and prior to convertits expiration, subject to the terms and provisions restrictions set forth in paragraph (c) below. Upon exercise of this clause 13, any or all of such holder’s Preference Shares into such the Conversion Right with respect to a particular number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, shares subject to adjustment as provided in clause 13(f) below this Warrant (such price in subclause (ythe "Converted Warrant Shares"), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted Company shall (i) be added to the Accreted Value, (ii) be paid in cash deliver to the holder of such Preference this Warrant, 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 Warrant Shares or by the fair market value (iiias defined in paragraph (d) below) 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 Warrant shares shall be paid determined by subtracting the aggregate warrant purchase price of the Converted Warrant Shares from the aggregate fair market value of the Converted Warrant Shares. Notwithstanding anything in this paragraph 10 to the contrary, the Conversion Right cannot be exercised with respect to a number of Converted Warrant 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 Warrant an amount in cash or added equal to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value fair market 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 resulting fractional share. (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall The Conversion Right may be exercised by the holder of this Warrant by the surrender of certificate(s) evidencing this Warrant at 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 together with a written notice statement specifying that the holder elects thereby intends to convert such Preference Shares exercise the Conversion Right and specifying indicating the name or names number of shares subject to this Warrant which are being surrendered (with addressreferred to in paragraph (a) above as the Converted Warrant Shares) in which exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company of this Warrant 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 of this Warrant. Certificates for the shares of Common Stock issuable upon exercise of the Conversion Right, together with a certificate or certificates for Ordinary Shares are check in payment of any fractional share and, in the case of a partial exercise, a new warrant evidencing the shares remaining subject to this Warrant, shall be issued as of the Conversion Date and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company holder of this Warrant within 15 days following the Conversion Date. (c) In the event the Conversion Right would, at any time this Warrant remains outstanding, be deemed by the Company's independent certified public accountants to give rise to a material charge to the Company's earnings for cancellation and cancelled by it. As promptly as practicable after financial reporting purposes, then the surrender of any Preference Shares, Conversion Right shall automatically terminate upon the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver Company's written notice to the holder of this Warrant of such Preference Shares so surrenderedadverse accounting treatment. (d) For purposes of this paragraph 10, certificate(s) evidencing the number "fair market value" of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register a share of members Common Stock as of the Company (which a particular date shall be subject to surrender of such share certificatesits "market price", calculated as described in paragraph 4(h) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personhereof.

Optional Conversion. Each holder of Preference Shares Payee shall have the right, at its Payee's option, at any time and from time to timetime prior to repayment of all amounts due under this Convertible Note or maturity of this Convertible Note, to convert, subject convert all or any portion of the outstanding Principal due under this Convertible Note into up to the terms and provisions of this clause 13, any or all of such holder’s Preference Shares into such number of Seven Hundred Thousand (700,000) fully paid and non-assessable Ordinary Shares as is equal to nonassessable shares (the product of (i"Conversion Shares") the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company's common stock, any accrued par value $.001 per share (the "Common Stock"), at a conversion price equal $.71 per share (the "Conversion Price"). The number of Conversion Shares and unpaid dividends the Conversion Price are each as of set forth in Section 5 hereof. a. In order to exercise the date conversion privilege, Payee shall surrender this Convertible Note, duly endorsed, to the Company's principal address set forth above, together with written notice of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 Payee elects to convert such Preference Shares and specifying this Convertible Note or the name or names (with address) portion thereof specified in which a certificate or certificates for Ordinary Shares are to be issued and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by itsaid notice. As promptly as practicable after the surrender of this Convertible Note as aforesaid, in full or in part, and in any Preference Sharesevent within ten (10) days thereafter, the Company, at its expense, shall issue and deliver to Payee a certificate or 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 provisions of this Section 4 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided below. In case this Convertible Note shall be surrendered for partial conversion, the Company shall (subject to compliance with the applicable provisions of federal execute and state securities Laws) deliver to Payee, without charge, a new Convertible Note in an aggregate principal amount equal to the holder unconverted portion of such Preference Shares so surrenderedthe surrendered Convertible Note, certificate(s) evidencing provided that, except for the number amount of fully paid and non-assessable Ordinary Shares shares into which such Preference Shares are entitled to the new Convertible Note may be converted. Upon registration in , the register of members new Convertible Note shall have all of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such 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 Ordinary Shares 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 make an adjustment therefor in cash at the conversion price. d. Upon any conversion of this Convertible Note, or any portion hereof, appropriate cash adjustment shall be made for or on account of any interest accrued hereon or such dateportion. Upon conversion of all or any portion of the unpaid Principal amount hereof, notwithstanding that the certificates evidencing such Ordinary Shares principal obligation due hereunder shall not then be actually delivered deemed reduced to such personthe extent of the value of the aggregate conversion price of the Common Stock acquired thereby.

Optional Conversion. Each (i) At any time prior to the Maturity Date, at the option of Holder in his sole discretion, all or any portion of the Principal Amount or Principal Balance, as applicable, of this Note may be converted (an “Optional Conversion”) into a number of 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 such exercise, substantially in the form of Appendix 1 attached hereto (the “Conversion Notice”), to Obligor at such office. Such Optional Conversion shall be deemed to have been effected at the close of business on the date on which such Conversion Notice, duly completed and executed, shall have been given as aforesaid, and, at such time, such portion of the 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 Optional Conversion Shares to be issued by Parent to Holder as a result of the Optional Conversion and such application shall discharge Obligor from all liability in respect of such portion of the Principal Amount or Principal Balance, as applicable, that is converted, and Holder shall be deemed for all purposes to have become the holder of Preference Shares shall have the rightOptional Conversion Shares. (iii) As promptly as practicable, but in no event later than five (5) Business Days, after an Optional Conversion, (1) Obligor, at its optionexpense, at shall cause the Conversion Notice presented by Holder to Obligor, and any time and from time to timeother documents necessary for such Optional Conversion, to convertbe 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) 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 terms and provisions 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 clause 13, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal Note to the product of (i) contrary, no Optional Conversion shall be deemed to have occurred unless and until Obligor shall have complied with the number of Preference Shares being so convertedobligations set forth in this paragraph, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject whereupon such Optional Conversion shall be deemed to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends have been effective as of the date of conversion in respect of the Preference Shares being converted Conversion Notice is given to Obligor; provided, however, that no failure by Obligor to so comply with such obligations shall (i) be added to the Accreted Value, (ii) be paid in cash to prohibit Holder from exercising his rights as 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 Optional Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such person.

Optional Conversion. Each holder For purposes of Preference Shares this Section 4, the "Conversion Termination Date" shall have mean the rightearlier of the following dates: (i) April 1, at its option, 2003; or (ii) sixty (60) days following the mailing postmark date of written notice by the Company to the Holders that it intends to close under an Equity Financing. This Debenture may be converted at any time and from after, but not before, April 1, 1999 (or at any time to time, to convert, subject following written notice by the Company to the terms Holders that it intends to close under an Equity Offering) and provisions prior to the Conversion Termination Date in whole or in part, at the option of this clause 13, any or all of such holder’s Preference Shares the Holder (the "Conversion") into such that number of fully whole shares of the Company's fully-paid and non-assessable Ordinary Shares New Common Stock as is equal to shall be determined by dividing the product then outstanding principal balance of this Debenture plus all interest then accrued but unpaid hereunder, by $.10 (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “"Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”"). At the option No fractional shares of the Company, any accrued and unpaid dividends as 's New Common Stock shall be issued nor shall cash in lieu of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) fractional shares be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to Company. A Debenture may be converted in whole or in part by written notice from the Holder to the Company at any time during usual business hours at its principal place of business (or such other office or agency bearing a mailing postmark date not later than the Conversion Termination Date sent to the Principal Office of the Company as specifying the Company may designate by notice in writing portion, if less than all, of the Debenture to the holders of Preference Shares)be converted, accompanied by written notice 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 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 elects Holder deliver to convert such Preference Shares and specifying Company, together with this Debenture for cancellation, the name or names (with address) in which a certificate or certificates for Ordinary Shares are to be issued and (if so required by the Company) by a Holder's written instrument or instruments of transfer representation in form reasonably satisfactory to the Company duly executed by that the holder or its duly authorized legal representative Holder is acquiring the shares without a view to engage in a distribution thereof in violation of applicable laws, rules and transfer tax stamps or funds therefor, if required pursuant regulations relating to clause 13(1) belowsuch registration. All certificates evidencing Preference Shares surrendered for conversion Any unregistered shares issued upon Conversion shall be delivered to endorsed with a legend in substantially the Company for cancellation following form, and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company Holder shall (subject to compliance comply with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such person.terms thereof:

Optional Conversion. Each holder To convert any Conversion Amount (together with the Interest Conversion Amount, if applicable, and Make-Whole Conversion Amount relating to such Conversion Amount) into shares of Preference Shares Common Stock on any date (a “Conversion Date”), the Holder shall have surrender such Debenture to either Trustee together with an executed notice of conversion in the right, at its option, at any time and from time to time, to convert, subject form attached hereto as Exhibit B (the “Conversion Notice”) to the terms Company and provisions the Trustees. On or before the first (1st) Trading Day following the date of this clause 13receipt of the Debenture and a duly executed and complete Conversion Notice, any or all of such holder’s Preference Shares into such number of fully paid and nonthe Company shall deliver (by e-assessable Ordinary Shares as is equal to the product of (imail if requested) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) an acknowledgment of confirmation, in the Accreted Valueform attached hereto as Exhibit B.II, divided by of receipt of such Conversion Notice to the Company’s transfer agent (the “Transfer Agent”) and (y) if the Preference Share Issue Amount, subject Company elects to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option pay all or any portion of the CompanyInterest Conversion Amount and/or the Make-Whole Amount specified in such Conversion Notice in cash, any accrued and unpaid dividends as written notice of such election by the date of conversion in respect of the Preference Shares being converted shall (i) be added Company to the Accreted Value, (ii) Holder and the Trustees and the amount of such Interest Conversion Amount and/or Make-Whole Amount to be paid in cash (such specified amount is referred to herein as the holder “Cash Interest/Make-Whole Amount”), provided that if the Company fails to deliver such written notice on or before the first (1st) Trading Day following the date of receipt of such Preference Shares or (iii) Conversion Notice, then the Company shall not be paid entitled to pay any portion of such Interest Conversion Amount and Make-Whole Amount in cash and such Interest Conversion Amount and Make-Whole Amount shall be converted into shares of Common Stock in accordance with Section 3(b). On or added to before the Accreted Value in any combination thereof. For second (2nd) Trading Day following the avoidance date of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value receipt of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded Debenture and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Sharescomplete Conversion Notice, the Company shall (subject x) (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to compliance with which the applicable provisions of federal and state securities Laws) deliver Holder shall be entitled to the holder Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or upon the request of such Preference Shares so surrenderedthe Holder, certificate(sissue and deliver (via reputable overnight courier) evidencing to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of fully paid shares of Common Stock to which the Holder shall be entitled or (3) deposit such number of shares of Common Stock to which the Holder shall be entitled with the Depositary in accordance with the requirements of such Depositary and non(y) pay to the Holder the applicable Cash Interest/Make-assessable Ordinary Shares into which such Preference Shares are Whole Amount in cash by wire transfer of immediately available funds to the account specified in writing in the applicable Conversion Notice by the Holder. The Person or Persons entitled to be converted. Upon registration in receive the register shares of members Common Stock issuable upon a conversion of the Company (which this Series 2 Debenture shall be subject to surrender treated for all purposes as the record holder or holders of such share certificates) to reflect shares of Common Stock on the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personConversion Date.

Optional Conversion. Each holder (a) If the Maker fails to pay the full amount of Preference Shares 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, right at its option, at any time and from time to time, his option to convert, subject to the terms and provisions of this clause 13hereof, any all or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option a portion of the Company, any outstanding principal and accrued and unpaid dividends as interest payable under this Note into shares of Maker's Common Stock at the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause price hereinafter provided. (b) To convert the balance of this Note, in whole or in part as provided herein at Payee's election, Payee shall surrender this Note to Maker prior to such time as this Note has been paid in full, accompanied by written notice (the "Conversion Notice") to Maker in form reasonably satisfactory to Maker. The Conversion Notice shall indicate the Payee's intention to convert, stating the portion of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares 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 Company at any time 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 principal place of business (or such other office or agency maintained for that purpose to or upon written order 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 Payee certificates for Ordinary Shares are to be issued and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing representing the number of fully paid and non-assessable Ordinary Shares nonassessable shares of Common Stock of Maker into which such Preference Shares are entitled to said Note is converted (which shares shall be converted. Upon registration free and clear of all liens) and, in the register event of members partial conversion, a new Note in an aggregate principal amount equal to the unconverted principal portion of said Note, dated as of the Company date of the Note and in all other respects identical to the Note converted. (which shall be subject d) The conversion price for each share of Common Stock issuable pursuant to surrender the conversion of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion Note shall be the holder closing price for Maker's Common Stock as quoted in the Wall Street Journal at the close of record of such Ordinary Shares business on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually day the Conversion Notice has been delivered to such personMaker (hereinafter called the "Conversion Price").

Optional Conversion. Each holder of Preference Shares shall have the right, at its (a) At Holder’s sole and exclusive option, at any time after the effective date of this Agreement or within three (3) business days following receipt of notice by the Company that it wishes to exercise its prepayment rights set forth in Section 3, the Principal Amount outstanding under the loan as of the Conversion Date1 evidenced by this Agreement shall be convertible, without the payment of any additional consideration by the Holder and from time to timeat the option of the Holder, into shares of common stock of the Company. In the event the Holder elects to convert, subject Company shall issue the number of shares of common stock equivalent to the amount calculated by converting the Principal Amount outstanding and all unpaid and accrued interest due under the loan evidenced by this Agreement, as of the Conversion Date, into such shares of common stock at a price per share of $0.35. The Principal Amount outstanding shall continue to accrue interest, and Company shall be obligated to pay such interest, according to the terms and provisions conditions of this clause 13, any or all Agreement until the Conversion Date. All unpaid and accrued interest due under the loan as of such holder’s Preference Shares the Conversion Date evidenced by this Agreement shall be paid in cash within three (3) business days from the Conversion Date. (b) In order for Holder to convert the Principal Amount outstanding under this Agreement into such number shares of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option common stock of the Company, any accrued and unpaid dividends as Holder shall deliver a written notice to Company that Holder elects to make such conversion. Any conversion made at the election of the date of conversion in respect of the Preference Shares being converted Holder shall (i) be added deemed to have been made immediately prior to the Accreted Valueclose of business on the date Company is deemed to have received such notice, and Holder or its nominee or nominees entitled to receive the shares of common stock of Company shall be treated for all such purposes as the record holder or holders of such shares of common stock on such date (ii) the “Conversion Date”). Company shall have no obligation to issue any fractional shares upon conversion. Any fractional shares shall be paid in cash rounded up to the holder nearest whole share. (c) Company agrees (a) that the shares issuable upon conversion of such Preference Shares or this Agreement shall be “Registrable Securities” under the Registration Rights Agreement (iiithe “Registration Rights Agreement”) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance between Company and Holder, a copy 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 is attached hereto and added to the Preference Share Issue Amount pursuant to clause incorporated herein by reference as Exhibit A and (b) that Holder shall have the rights and obligations of a “Holder” set forth on the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personRegistration Rights Agreement.

Optional Conversion. Each holder To convert any Conversion Amount (together with the Interest Conversion Amount, if applicable, and Make-Whole Conversion Amount relating to such Conversion Amount) into shares of Preference Shares Common Stock on any date (a “Conversion Date”), the Holder shall have surrender such Debenture to either Trustee together with an executed notice of conversion in the right, at its option, at any time and from time to time, to convert, subject form attached hereto as Exhibit B (the “Conversion Notice”) to the terms Company and provisions the Trustees. On or before the first (1st) Trading Day following the date of this clause 13receipt of the Debenture and a duly executed and complete Conversion Notice, any or all of such holder’s Preference Shares into such number of fully paid and nonthe Company shall deliver (by e-assessable Ordinary Shares as is equal to the product of (imail if requested) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) an acknowledgment of confirmation, in the Accreted Valueform attached hereto as Exhibit B.II, divided by of receipt of such Conversion Notice to the Company’s transfer agent (the “Transfer Agent”) and (y) if the Preference Share Issue Amount, subject Company elects to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option pay all or any portion of the CompanyInterest Conversion Amount and/or the Make-Whole Amount specified in such Conversion Notice in cash, any accrued and unpaid dividends as written notice of such election by the date of conversion in respect of the Preference Shares being converted shall (i) be added Company to the Accreted Value, (ii) Holder and the Trustees and the amount of such Interest Conversion Amount and/or Make-Whole Amount to be paid in cash (such specified amount is referred to herein as the holder “Cash Interest/Make-Whole Amount”), provided that if the Company fails to deliver such written notice on or before the first (1st) Trading Day following the date of receipt of such Preference Shares or (iii) Conversion Notice, then the Company shall not be paid entitled to pay any portion of such Interest Conversion Amount and Make-Whole Amount in cash and such Interest Conversion Amount and Make-Whole Amount shall be converted into shares of Common Stock in accordance with Section 3(b). On or added to before the Accreted Value in any combination thereof. For second (2nd) Trading Day following the avoidance date of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value receipt of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded Debenture and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Sharescomplete Conversion Notice, the Company shall (subject x) (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to compliance with which the applicable provisions of federal and state securities Laws) deliver Holder shall be entitled to the holder Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or upon the request of such Preference Shares so surrenderedthe Holder, certificate(sissue and deliver (via reputable overnight courier) evidencing to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of fully paid shares of Common Stock to which the Holder shall be entitled or (3) deposit such number of shares of Common Stock to which the Holder shall be entitled with the Depositary in accordance with the requirements of such Depositary and non(y) pay to the Holder the applicable Cash Interest/Make-assessable Ordinary Shares into which such Preference Shares are Whole Amount in cash by wire transfer of immediately available funds to the account specified in writing in the applicable Conversion Notice by the Holder. The Person or Persons entitled to be converted. Upon registration in receive the register shares of members Common Stock issuable upon a conversion of the Company (which this Series 1 Debenture shall be subject to surrender treated for all purposes as the record holder or holders of such share certificates) to reflect shares of Common Stock on the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personConversion Date.

Optional Conversion. Each holder of Preference Shares (a) Subject as hereinafter provided, any Bondholder shall have the rightright to convert all or part of the Bonds held by it (if in part, the principal amount of Bonds to be converted shall be in the minimum amount of RMB10,000,000 or the whole outstanding principal amount of the Bonds) into Shares credited as fully paid at any time during the Conversion Period referred to below. The right of a Bondholder to convert any Bond into Shares is called the “Conversion Right”. (b) Subject to and upon compliance with the provisions of these Conditions, the Conversion Right attaching to any Bond may be exercised, at its optionthe option of the holder thereof, at any time and from time to time, to convert, subject on or after the Issue Date up to the terms and provisions close of this clause 13business at the Designated Office on the Maturity Date (but, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment except as provided in clause 13(f) below (such price in subclause (yCondition 5.2(c), in no event thereafter) (the “Conversion Price” and such quotient Period”). (c) Notwithstanding the foregoing, if the Conversion Date in subclause respect of a Bond would otherwise fall during a period in which the register of shareholders of the Issuer is closed generally or for the purpose of establishing entitlement to any distribution or other rights attaching to the Shares (iia “Book Closure Period”), such Conversion Date shall be postponed to the “first Stock Exchange Business Day following the expiry of such Book Closure Period. (d) If the Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion Date in respect of the Preference Shares being converted exercise of any Conversion Right is postponed as a result of the foregoing provision to a date that falls after the expiry of the Conversion Period or after the relevant redemption date, such Conversion Date shall (i) be added deemed to be the Accreted Value, (ii) be paid in cash to the holder final day of such Preference Shares Conversion Period or the relevant redemption date, as the case may be. (iiie) A Bondholder shall not be paid in cash entitled to exercise the right to convert all or added to part of the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion RatioBonds held by it if immediately after such conversion, the Accreted Value public float of the Preference Shares that are being converted shall include will fall below the amount of any dividends which have been accreted, compounded and added to minimum public float under the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (Listing Rules 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 (if so required by the Company) by a written instrument Stock Exchange or instruments of transfer (unless otherwise agreed in form reasonably satisfactory to the Company duly executed writing by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, Issuer) if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members a mandatory offer obligation under Rule 26.1 of the Company (which shall Code on Takeovers and Mergers will be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such persontriggered.

Optional Conversion. Each holder (a) In addition to and without limiting the right of Preference Shares any Warrantholder under the terms of this Warrant, the Warrantholder shall have the right, at its option, right (the "Conversion Right") to convert this Warrant or any portion thereof into Securities as provided in this Section 10 at any time and or from time-to-time to time, to convert, subject to after the terms and provisions of this clause 13, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as first anniversary of the date of conversion in respect hereof and prior to its expiration. Upon exercise of the Preference Shares being converted shall Conversion Right with respect to a particular number of Units subject to this Warrant (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or agency of the Company as the Company may designate by notice in writing to the holders of Preference Shares"Converted Securities"), 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrenderedthis Warrant, certificate(s) evidencing without payment by the holder of any exercise price or any cash or other consideration, that number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled Units equal to be converted. Upon registration in the register of members quotient obtained by dividing the Net Value (as hereinafter defined) of the Company Converted Securities by the sum of the fair market value (which as defined in paragraph (c) below) of a single share of Common Stock plus a single Unit Warrant, determined in each case as of the close of business on the Conversion Date (as hereinafter defined). The "Net Value" of the Converted Securities shall be subject determined by subtracting the aggregate Exercise Price of the Converted Securities from the aggregate fair market value of the Converted Securities. Notwithstanding anything in this Section 10 to surrender of such share certificates) to reflect the conversioncontrary, the person in whose name any certificate(s) for Ordinary Shares Conversion Right cannot be exercised with respect to a number of Converted Securities having a Net Value below $100. No fractional shares shall be issuable upon such conversion 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 be pay to the holder of record this Warrant an amount in cash equal to the fair market value of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personresulting fractional share.

Optional Conversion. Each holder For purposes of Preference Shares this Section 4, the "Conversion Termination Date" shall have mean the rightearlier of the following dates: (i) April 1, at its option, 2003; or (ii) sixty (60) days following the mailing postmark date of written notice by the Company to the Holders that it intends to close under an Equity Financing. This Debenture may be converted at any time and from after, but not before, May 1, 1999 (or at any time to time, to convert, subject following written notice by the Company to the terms Holders that it intends to close under an Equity Offering) and provisions prior to the Conversion Termination Date in whole or in part, at the option of this clause 13, any or all of such holder’s Preference Shares the Holder (the "Conversion") into such that number of fully whole shares of the Company's fully-paid and non-assessable Ordinary Shares New Common Stock as is equal to shall be determined by dividing the product then outstanding principal balance of this Debenture plus all interest then accrued but unpaid hereunder, by $.69 (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “"Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”"). At the option No fractional shares of the Company, any accrued and unpaid dividends as 's New Common Stock shall be issued nor shall cash in lieu of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) fractional shares be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to Company. A Debenture may be converted in whole or in part by written notice from the Holder to the Company at any time during usual business hours at its principal place of business (or such other office or agency bearing a mailing postmark date not later than the Conversion Termination Date sent to the Principal Office of the Company as specifying the Company may designate by notice in writing portion, if less than all, of the Debenture to the holders of Preference Shares)be converted, accompanied by written notice 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 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 elects Holder deliver to convert such Preference Shares and specifying Company, together with this Debenture for cancellation, the name or names (with address) in which a certificate or certificates for Ordinary Shares are to be issued and (if so required by the Company) by a Holder's written instrument or instruments of transfer representation in form reasonably satisfactory to the Company duly executed by that the holder or its duly authorized legal representative Holder is acquiring the shares without a view to engage in a distribution thereof in violation of applicable laws, rules and transfer tax stamps or funds therefor, if required pursuant regulations relating to clause 13(1) belowsuch registration. All certificates evidencing Preference Shares surrendered for conversion Any unregistered shares issued upon Conversion shall be delivered to endorsed with a legend in substantially the Company for cancellation following form, and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company Holder shall (subject to compliance comply with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such person.terms thereof:

Optional Conversion. Each (a) In addition to and without limiting the rights of the holder of Preference Shares this Warrant under the terms of this Warrant, the holder of this Warrant shall have the right, at its option, right (the "Conversion Right") to convert this Warrant or any portion thereof into shares of Common Stock as provided in this paragraph 9 at any time from and from time after the Issuance Date and to time, to convertand including the Expiration Date, subject to the terms and provisions of this clause 13, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to the product of restrictions set forth in paragraph (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1c) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference "Converted Warrant Shares"), the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrenderedthis Warrant, certificate(s) evidencing without payment by the holder of any exercise price or any cash or other consideration, that number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled shares of Common Stock equal to be converted. Upon registration in the register of members quotient obtained by dividing the Net Value (as hereinafter defined) of the Company Converted Warrant Shares by the fair market value (which as defined in paragraph (d) below) 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 Warrant Shares shall be subject determined by subtracting the aggregate warrant purchase price of the Converted Warrant Shares from the aggregate fair market value of the Converted Warrant Shares. Notwithstanding anything in this paragraph 9 to surrender of such share certificates) to reflect the conversioncontrary, the person in whose name any certificate(s) for Ordinary Conversion Right cannot be exercised with respect to a number of Converted Warrant Shares having a Net Value below $100. No fractional shares shall be issuable upon such conversion 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 be pay to the holder of record this Warrant an amount in cash equal to the fair market value of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personresulting fractional share.

Optional Conversion. Each holder of Preference Shares shall have the right, at its option, at (a) At any time and from time to time, to convert, subject to the terms and provisions of this clause 13, any or Holder may convert all of such holder’s Preference Shares the principal and accrued interest then outstanding under the Note into such Common Stock. The number of fully paid and non-assessable Ordinary Shares as is shares of Common Stock issued upon conversion shall be equal to the product of Obligations divided by (i) the number of Preference Shares being so converted, multiplied by Original Conversion Price if the Holder participated in the initial Closing or (ii) the quotient of (x) Subsequent Closing Price if the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided Holder participated in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause a subsequent Closing. (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(sFifteen (15) 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 days prior written notice that (the holder elects to convert such Preference Shares and specifying the name or names (with address"Company Notice") in which a certificate or certificates for Ordinary Shares are to be issued and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Holder of this Note at the address last shown on the records of the Company for cancellation the Holder or, if no such address appears, at the place where the principal executive office of the Company is located, notifying the Holder of the terms and cancelled conditions of a Change of Control, the price per share to be paid to holders of Common Stock in such Change of Control and calling upon such Holder, if conversion is elected by itthe Holder, to surrender to the Company, in the manner and at the place designated, the Note. As promptly as practicable If the Holder elects to convert this Note (or elects to have the Note repaid in full by the Company in the case of a Change of Control), the Holder shall provide written notice to the Company no later than five (5) days after the surrender Company Notice is deemed given. (c) No fractional shares of Common Stock shall be issued upon conversion of this Note. Upon the conversion of all of the principal and accrued interest outstanding under this Note, in lieu of the Company issuing any Preference Sharesfractional shares to the Holder, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver pay to the holder Holder the amount of such Preference Shares outstanding principal and accrued interest that is not so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register full conversion of members of this Note, the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personforever released from all its obligations and liabilities under this Note.

Optional Conversion. Each holder Subject to the limitations set forth in Sections 5.3 and 5.4, at the option of Preference Shares the Purchasers, each Purchaser shall have the right, at its option, right to convert all or any portion of the Notes held by such Purchaser at any 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 such number of fully paid and non-assessable Ordinary Shares as is equal to the product of Common Stock at a conversion price (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price”) equal to the lower of: (a) $2.44 or (b) the lowest price per share at which the Company sells securities in any Equity Financing after the Effective Date and through (and including) the date on which the Funding Threshold is met (such sale price under clause (b) being referred to herein as the “Floor Price” and such quotient being calculated as set forth in subclause this Section 5.1). (iia) If the Company issues any Equity Securities after the Effective Date that are convertible into or exchangeable for Common Stock (a “Derivative Security”), then the “Conversion Ratio”maximum number of shares of Common Stock (as set forth in the instrument relating thereto) issuable upon the exercise or conversion of such Derivative Securities shall be used in determining the effective price per share at which the underlying Common Stock was offered and sold in calculating the Floor Price. (b) If the terms of any Derivative Security are revised as a result of an amendment to such terms (or any other adjustment pursuant to the provisions of such Derivative Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Derivative Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the effective sale price of the underlying Common Stock for purposes of this Section 5.1 shall be readjusted to such price as would have obtained had such revised terms been in effect upon the original date of issuance of such Derivative Security. (c) If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Derivative Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time such Derivative Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Floor Price shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in Section 5.1(b)). At If the option number of shares of Common Stock issuable upon the Companyexercise, conversion and/or exchange of any Derivative Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Derivative Security is issued or amended, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added adjustment to the Accreted Value, (ii) be paid in cash to Floor Price that would result at the holder time of such Preference Shares issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (iii) be paid in cash or added even if subject to the Accreted Value in any combination thereof. For the avoidance of doubtsubsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion RatioPrice that such issuance or amendment took place at the time such calculation can first be made. (d) The Company shall provide prompt (and in any event, within two Business Days) written notice to the Accreted Value of the Preference Shares that are being converted shall include the amount Purchasers of any dividends which have been accreted, compounded and added event or occurrence that gives rise to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration an adjustment in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personConversion Price under this Section 5.1.

Optional Conversion. Each holder of Preference Shares Any Holder shall have the right, at its option, at any time and from time prior to timethe close of business on December 1, 1997, to convert, subject to the terms and provisions of this clause 13ARTICLE THIRTEEN, the principal amount of any Bond (or all any portion of such holder’s Preference Shares the principal amount thereof that is $1,000 or an integral multiple of $1,000) into such number of fully paid and non-assessable Ordinary Shares shares of Common Stock (calculated as to each conversion to the nearest 1/100 of a share) as is equal to the product of (i) the number principal amount of Preference Shares being so converted, multiplied the Bond or such portion divided by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount$5.00, subject to adjustment as provided in clause 13(f) below SECTION 1303 (such price in subclause (yprice, as so adjusted, is referred to herein as the "Conversion Price"), the “Conversion Price” and such quotient in subclause except that (ii)a) with respect to any Bond, the “Conversion Ratio”). At the option or any portion thereof, which shall be called for redemption pursuant to Paragraph 2 of the CompanyBonds, such right shall terminate at the close of business on the Redemption Date for such Bond, or such portion, unless in any accrued and unpaid dividends as such case the Company shall default in payment of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of Redemption Price due upon 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 redemption and added to the Preference Share Issue Amount pursuant to clause (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 definition Bonds, such right shall terminate at the close of “Accreted Value” through business on the last Dividend Payment DatePurchase 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 certificate(s) evidencing the Preference Shares Bond or Bonds, the principal amount of which is so to be converted converted, to the Company Trustee at its Corporate Trust Office any time during usual business hours at its principal place of business (or such other office or agency hours, with the Option of the Company as Holder to Elect Purchase/Conversion on the Company may designate by notice in writing to back of the holders of Preference Shares)Bond completed and signed, 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 (if so required by the Company) by a written instrument or 66 instruments of transfer in form reasonably satisfactory to the Company Trustee duly executed by the holder Holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) belowSECTION 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 certificates evidencing Preference Shares Bonds surrendered for conversion shall be delivered to the Company Trustee for cancellation and cancelled canceled by itit and, subject to the next sentence, no Bond shall be issued in lieu thereof. As promptly as practicable after In the surrender case of any Preference SharesBond that is converted in part only, upon such conversion the Company Trustee shall (subject to compliance with the applicable provisions of federal authenticate and state securities Laws) deliver to the holder Holder thereof a new Bond or Bonds of such Preference Shares so authorized denominations equal in aggregate principal amount to the unconverted portion of the Bond surrendered. Upon conversion of any Bond or portion thereof, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are Holder thereof shall be entitled to be converted. Upon registration in the register receive payment of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares all accrued and unpaid interest on such date, notwithstanding that Bond or portion thereof through the certificates evidencing date of conversion. The Company shall comply with all securities laws regulating the offer and delivery of shares of Common Stock upon conversion of Bonds and will use its best efforts to list such Ordinary Shares shall not then be actually delivered to such personshares on each national securities exchange or national market system on which the Common Stock is listed or traded.

Optional Conversion. Each holder of Preference Shares shall have the right, at its (a) At Holder's sole and exclusive option, at any time after the effective date of this Agreement or within three (3) business days following receipt of notice by the Company that it wishes to exercise its prepayment rights set forth in Section 3, the outstanding principle balance due under the loan as of the Conversion Date evidenced by this Agreement shall be convertible, without the payment of any additional consideration by the Holder and from time to timeat the option of the Holder, into shares of common stock of the Company. In the event the Holder elects to convert, subject Company shall issue the number of shares of common stock equivalent to the amount calculated by converting the outstanding principle balance and all unpaid and accrued interest due under the loan evidenced by this Agreement as of the Conversion Date into such shares of common stock at a price per share of $0.25. The outstanding principal shall continue to accrue interest, and Company shall be obligated to pay such interest, according to the terms and provisions conditions of this clause 13, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares Agreement until the Conversion Date (as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”defined below). At All unpaid and accrued interest due under the option loan as of the Conversion Date evidenced by this Agreement shall be paid in cash within three (3) business days from the Conversion Date. (b) In order for the Holder to convert all Aggregate Principal Amounts owing under this Agreement into shares of common stock of the Company, any accrued and unpaid dividends as Holder shall deliver a written notice to Company that the Holder elects to convert this Agreement. Any conversion made at the election of the Holder shall be deemed to have been made immediately prior to the close of business on the date Company is deemed to have received such notice, and the Holder or its nominee or nominees entitled to receive the shares of conversion in respect common stock of the Preference Shares being converted Company shall be treated for all such purposes as the record holder or holders of such shares of common stock on such date (i) the "Conversion Date"). Company shall have no obligation to issue any fractional shares upon conversion. Any fractional shares shall be added rounded up to the Accreted Valuenearest whole share. (c) The Company agrees (a) that the shares issuable upon conversion of this Agreement shall be "Registrable Securities" under the Registration Rights Agreement (the "Registration Rights Agreement") between the Company and Holder, (ii) be paid in cash to the holder a copy 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 is attached hereto and added to the Preference Share Issue Amount pursuant to clause incorporated herein by reference as Exhibit A and (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 Holder shall have the rights and specifying obligations of a Holder set forth on the name or names (with address) in which a certificate or certificates for Ordinary Shares are to be issued and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personRegistration Rights Agreement.

Optional Conversion. Each holder of Preference Shares shall have Subject to the Closing, the Company hereby grants each Lender the right, at its optiontheir sole discretion, to convert the Initial Principal and the Second Principal and any accrued and unpaid Interest thereon, in full and not in part, at any time the Loans are outstanding, into Ordinary Shares of the Company (the "Conversion Option Shares") at a price per share of three dollars ($3) per share (the "Conversion Option"). The Lenders shall be entitled to exercise the Conversion Notice by providing the Company a notice (a "Conversion Notice") notifying the Company on their election to exercise the Conversion Option. Lenders holding a majority in interest of the outstanding principal and from time Interest of the Loans shall be entitled to time, to convert, subject exercise the Conversion Option on behalf of all of the Lenders. The Company shall issue the Conversion Option Shares within 4 business days (in Israel and in the US) of the delivery of the Conversion Notice. Following the issuance of the Conversion Option Shares to the terms and provisions of this clause 13Lenders, in accordance with their pro rata interest in the Loans, the Company shall not owe any principal amount under the Loans or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal any Interest to the product Lenders. The Conversion Option Shares shall be issued to the Lenders free and clear of (i) any Lien and shall be deemed "Registrable Securities" under the number of Preference Shares being so converted, multiplied by (ii) Registration Rights Agreement. In case any withholding applies to the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option issuance of the Company, Conversion Option Shares issued with respect to any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference SharesInterest, the Company shall (agrees to transfer only the net number of PIK Shares to the Lenders following the applicable withholding and subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personSection 11 herein.

Optional Conversion. Each The holder of Preference Shares each Note shall have the right, ------------------- at its 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 from time to time, to convert, the interest accrued on such principal amount into Conversion Shares on and subject to the terms and provisions 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 clause 13, Section 1B(b). (ii) All or any or all portion of the principal amount of each Note and the interest accrued on such holder’s Preference Shares principal amount may be converted into such number of fully paid and non-assessable Ordinary nonassessable Conversion Shares as is equal to at the product Conversion Price in effect at the time of (i) the conversion, and the number of Preference 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, multiplied converted by such Conversion Price. (iiiii) In order to exercise the quotient right 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 (yoptional conversion under this Section 1B(b), the “Conversion Price” and holder of any Note to be converted in whole or in part shall surrender such quotient in subclause (ii), the “Conversion Ratio”). At the option of Note to the Company, any accrued and unpaid dividends as together with a written notice of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder election of such Preference Shares or (iii) be paid in cash or added holder to the Accreted Value in any combination thereof. For the avoidance of doubtconvert such Note, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include including the amount of any dividends which have been accreted, compounded principal and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares 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 any time during usual business hours at its principal place 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 business (or such other office or agency of the Company as the Company may designate by holder, such notice in writing to the holders of Preference Shares), accompanied by written notice that the holder elects to convert such Preference Shares and specifying shall also state the name or names (with address) in which a 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 Ordinary Conversion Shares are shall be issuable on such Conversion Date shall be deemed to be issued and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by have become on such Conversion Date the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1holders of record of the Conversion Shares represented thereby. (iv) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference SharesConversion Date, the Company shall (subject to compliance with the applicable provisions of federal issue and state securities Laws) 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 Preference 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 surrendereddated 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, certificate(sexcept 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) evidencing 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 fully paid shares of the Common Stock outstanding immediately prior to such record date and non-assessable Ordinary 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 into which 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 Preference issuance, the Conversion Price in effect immediately prior to such issuance shall be reduced, immediately after such issuance, to a Conversion Price (calculated to the nearest cent) equal to such consideration per share. For the purposes of this paragraph: (A) the term "Additional Shares are entitled to be converted. Upon registration in of the register Common Stock" shall ------------------------------------- mean all shares of members the Common Stock issued on or after the date hereof other than (x) shares issued upon conversion of the Notes and upon exercise of the Warrants, (y) shares issued upon the conversion or exercise of any convertible securities or warrants of the Company outstanding on the date this Agreement, and (z) such shares, if any, as may be issued pursuant to, or upon the exercise of any option granted under, any stock option plan, restricted stock plan, stock purchase plan or other plan or written agreement for the benefit of the Company's employees, directors, consultants or advisors, which plan or agreement is in effect on the date of this Agreement; (B) in the case of the issuance of Additional Shares of the Common Stock, in determining the consideration received for such shares, no deduction shall be subject made for any compensation or discount payable by the Company to surrender underwriters or dealers or other expenses incurred by the Company in connection therewith; (C) in case any consideration to be received by the Company shall be deferred payments, the value of such share certificatesdeferred payments shall be discounted, based upon a simple interest calculation, at an interest rate equal to the Prime Rate published in the Money Rates Section of The Wall Street --------------- Journal on the Business Day last preceding the date of the issuance of ------- Additional Shares of Common Stock; (D) to reflect in case any consideration received by the conversionCompany shall consist of property other than cash, the person in whose name any certificate(s) for Ordinary Shares 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 conversion Additional Shares of the Common Stock shall be deemed as of the date on which such issuance commitment arises, to be outstanding and to be issued for a per share consideration determined (after taking into account any consideration received by the Company for such issuance commitment, and to be received by the Company upon the performance or, exercise thereof) on the basis of those assumptions as to the time and extent of performance or exercise of such issuance commitment as will result in the lowest per share consideration, and no further adjustment shall be made upon the actual issuance of any shares, securities or other instruments covered by such issuance commitment; provided, however, that in the event the Conversion Price shall have been reduced as a result of any issuance commitment; then (y) if such issuance commitment or any portion thereof shall lapse or terminate without any performance or exercise having occurred with respect thereto, the Conversion Price shall be forthwith readjusted to such Conversion Price as would have been applicable if such issuance commitment or portion thereof had not arisen and the Additional Shares of the Common Stock previously deemed outstanding with respect thereto shall be forthwith deemed no longer outstanding, and (z) if an increase shall occur in the consideration to be received by the Company upon the performance or exercise of any outstanding issuance commitment or any portion thereof, the Conversion Price shall be forthwith readjusted to such Conversion Price as would have been applicable had any reduction thereof on account of such outstanding issuance commitment or portion thereof been made on the basis that the consideration to be received by the Company upon the performance or exercise thereof had been such increased consideration; and further provided, if a decrease shall occur in the 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 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 promptly mail notice, postage prepaid, addressed to each holder of record outstanding Notes, at such holder's address for notices hereunder, describing such adjustment and the basis and method of computing the same. The Company shall, at least 20 days prior to the date on which any readjustment of the Conversion Price pursuant to clause (E) of paragraph (b)(vi) of this Section 1B can occur, similarly mail a notice describing such Ordinary Shares on such date, notwithstanding that possible readjustment and the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personbasis and method of computing the same.

Optional Conversion. Each holder of Preference Shares shall have the rightThe 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 timetime commencing sixty (60) days from the Closing, to convert, subject to the terms and provisions until payment in full of this clause 13Debenture, all or any or all part of such holder’s Preference Shares the principal amount of the Debenture, plus accrued interest, into such number shares (the "Conversion Shares") of fully paid and non-assessable Ordinary Shares as is 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 product "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 (i5) 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 Preference Shares being so convertedshares issuable shall be rounded to the nearest whole share. To convert this Debenture, multiplied by the Holder hereof shall deliver written notice thereof, substantially in the form of Exhibit "A" to this Debenture, with appropriate insertions (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"Conversion Notice"), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place address as set forth herein. The date upon which the conversion shall be effective (the "Conversion Date") shall be deemed to be the date set forth in the Conversion Notice. Within three (3) days of business (or such other office or agency receipt of a Conversion Notice from the Company as Holder, the Company may designate by notice redeem any conversion for cash in writing to lieu of issuing the holders of Preference Shares), accompanied by written notice that Conversion Shares at using 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personRedemption Amount.

Optional Conversion. Each holder Upon consummation of Preference Shares a Business Combination, the Payee shall have the right, at its option, at any time and from time to timebut not the obligation, to convert, subject convert up to the terms and provisions Total Principal Amount of this clause 13Note, any in whole or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At part at the option of the CompanyPayee, any accrued and unpaid dividends as into Class A ordinary shares in the capital of the date Maker (each, an “Ordinary Share”), at a conversion price of conversion in respect $10.00 per Ordinary Share. The Ordinary Shares shall be identical to the private placement shares issued to the Sponsor at the time of the Preference Shares being converted shall Maker’s IPO (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or agency of the Company as the Company may designate by notice in writing to the holders of Preference Private Placement 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as reasonably practicable after notice by the Payee to the Maker to convert the principal balance of this Note, in whole or in part, into Private Placement Shares, which notice 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 (issued in the name(s) requested by the Payee), or shall have made appropriate book-entry notation on the books and records of the Maker, in each case for the number of Private Placement Shares of the Maker issuable upon the conversion of this Note. The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of any Preference Shares, this Note and the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are person or persons entitled to be converted. Upon registration in receive the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Private Placement Shares shall be issuable upon such conversion shall be treated for all purposes as the record holder of record or holders of such Ordinary Private Placement Shares on as of such date. Each such newly issued Private Placement Share shall include a restricted legend that contemplates the same 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, notwithstanding that dated March 2, 2021, by and among the certificates evidencing such Ordinary Shares shall not then be actually delivered to such personMaker, the Payee and certain other security holders named therein.

Optional Conversion. Each (a) Subject to the provisions of Section 8 hereof, each holder of Preference Shares shares of Series A Preferred Stock shall have the right, at its optionright to convert, at any time and or from time to time, to convert, subject to the terms and provisions any share of this clause 13, any or all of Series A Preferred Stock held by such holder’s Preference Shares holder into such number of one (1) fully paid and non-assessable Ordinary Shares as is equal to the product nonassessable share of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue AmountCommon Stock, subject to adjustment as 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 clause 13(fSection 6(b) below (hereof. The holder of shares of Series A Preferred Stock exercising the aforesaid right to convert any of such price in subclause (yshares into shares of Common 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 “Conversion Price” and number of shares of Common Stock into which such quotient in subclause (ii)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 “Conversion Ratio”)term "Affiliate" shall mean a party that, directly or indirectly, through one or more intermediaries, controls or is controlled by such initial holder. At Any automatic conversion pursuant to the option 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, any accrued and unpaid dividends as of the date of conversion in respect of certificate or certificates for the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares shares to be converted converted, duly endorsed or assigned in blank or 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 if required by notice in writing to the holders of Preference Sharesit), accompanied by written notice stating that the such holder elects to convert such Preference Shares shares and specifying stating the name or names (with address) in which a the certificate or certificates for Ordinary Shares the shares of Common Stock are to be issued and (if so required 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 Company) by a written instrument holder of such shares and whether or instruments of transfer in form reasonably satisfactory not the certificates representing such shares are surrendered to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds thereforagent; and, if required pursuant provided, further, that the Company shall not be obligated to clause 13(1) below. All issue certificates evidencing Preference Shares surrendered for the shares of Common Stock issuable upon such automatic conversion shall be 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 the date (the "Conversion Date") when the delivery of the certificate or certificates for cancellation the shares to be converted and cancelled by itthe 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 surrender of any Preference SharesConversion Date, the Company shall (subject to compliance with the applicable provisions of federal issue and state securities Laws) deliver to or upon the holder written order of such Preference Shares so surrenderedholder, certificate(s) evidencing to the place designated by such holder, a certificate or certificates for the number of fully paid and non-assessable Ordinary Shares into full shares of Common Stock to which such Preference Shares are 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 be the extent permissible under law), with respect to the shares of Series A Preferred Stock so converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the The person in whose name any certificate(s) the certificate or certificates for Ordinary Shares Common Stock are to be issued shall be issuable upon such conversion shall be the 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 Ordinary Shares 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 term "Current Market Price" shall mean, as of the day in question, the closing price of the Common Stock on any national securities exchange or the Nasdaq National Market System, as the case may be, on such date, notwithstanding that or, if the certificates evidencing Common Stock was not traded on such Ordinary Shares shall not then be actually delivered date, on the last trading date prior to such persondate.

Optional Conversion. Each holder (A) Subject to and in compliance with the provisions of Preference Shares shall have the rightthis Article 6.1, any Preferred Share may, at its optionthe option of the holder, be converted at any 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 such number of fully fully-paid and non-assessable Ordinary Common Shares as is equal to based on the product of (i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “then-effective Conversion Price” and such quotient in subclause ; provided that no Preferred Share shall be convertible under this paragraph (ii), the “Conversion Ratio”). At the option A) if both of the Company, following are true: (a) any accrued and unpaid dividends as part of the date Conversion Redemption Amount (as defined below) associated with conversion of conversion in respect such Preferred Share requires payment out of the Preference Shares being converted shall (i) be added to capital of the Accreted Value, (ii) be paid in cash to Company other than from available profits or the holder proceeds of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance fresh issue of doubt, shares made 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 such payment and added to the Preference Share Issue Amount pursuant to clause (b) following the date on which the conversion is to be effected the Company would be unable to pay its debts as they fall due in the ordinary course of business. (B) The holder of any Preferred Shares who desires to convert such shares into Common Shares shall surrender the certificate or certificates therefor, duly endorsed, at the office of the definition of “Accreted Value” through Company or any transfer agent for the last Dividend Payment Date. Such conversion right Preferred Shares, and shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted give written notice 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 such holder elects has elected to convert such Preference shares. Such notice shall state the number of Preferred Shares being converted. Thereupon, the Company shall promptly issue and specifying the name or names (with address) in which deliver to such holder at such office a certificate or certificates for Ordinary the number of Common Shares are to which the holder is entitled. No fractional Common Shares shall be issued upon conversion of the Preferred Shares, and the number of Common Shares to be so issued and to a holder of converting Preferred Shares (if so required by the Companyafter aggregating all fractional Common Shares that would be issued to such holder) by a written instrument or instruments of transfer in form reasonably satisfactory shall be rounded to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) belownearest whole share (with one-half being rounded upward). All certificates evidencing Preference Shares surrendered for Such conversion shall be delivered deemed to have been made at the Company for cancellation and cancelled by it. As promptly as practicable after close of business on the date of the surrender of any Preference Shares, the Company shall (subject to compliance with certificates representing the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Preferred Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, and the person in whose name any certificate(s) for Ordinary entitled to receive the Common Shares shall be issuable upon such conversion shall be treated for all purposes as the record holder of record of such Ordinary Common Shares on such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such person.

Optional Conversion. Each holder of Preference Shares shall have the right, at its option, at At any time and from time to time, to convert, subject prior to the terms earlier date to occur of (a) the Maturity Date and provisions the (b) Termination Date: (a) Holder may convert all or any portion of this clause 13, any or all of such holder’s Preference Shares the then outstanding Note Balance into such number of fully paid and non-assessable Ordinary Shares as is equal to common shares in the product capital of Maker (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“Common Shares”), based on a conversion price of US$10.00 per Common Share (the “Conversion Price” ”). Before Holder shall be entitled to convert this Note into Common Shares, it shall surrender this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and such quotient an agreement acceptable to Maker whereby Holder agrees to indemnify Maker from any loss incurred by it in subclause (ii)connection with this Note) and give written notice to Maker at its 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 Ratio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted ValueDate.” 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly soon as practicable after the Conversion Date and in any event within five (5) Business Days thereof, Maker shall deliver to Holder a certificate for or a book-entry notation of the number of whole Common Shares issuable upon the conversion. (b) Holder shall be deemed to be a shareholder of record on the Conversion Date; provided that no surrender of this Note on any Preference Shares, date when the Company share transfer books of Maker shall (subject be closed shall be effective to compliance with constitute the applicable provisions of federal and state securities Laws) deliver person entitled to receive the Common Shares upon such conversion as the record holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be the holder of record of such Ordinary Common Shares on such date, notwithstanding that but such surrender shall be effective to constitute the certificates evidencing person entitled to receive such Ordinary 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 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 of the other outstanding shares of 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 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 party 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 be actually delivered 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 personreclassification, change, consolidation, merger, share exchange, sale or conveyance.

Optional Conversion. Each holder (a) At the option of Preference Shares shall have the right, at its optionPayee, at any time and from time prior to time, to convert, subject to payment in full of the terms and provisions unpaid principal balance of this clause 13Note, the Payee may elect to convert all or any or all portion of such holder’s Preference Shares the unpaid principal balance of this Note into such 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 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 non-assessable Ordinary Shares 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 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 is 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 (ix) the number of Preference Shares being so convertedshares of Common Stock to be delivered, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue closing price for the Common Stock on the trading day that notice of conversion was delivered to the Maker (the “Cash Conversion Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y”), 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 (the “Conversion Price” 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 such quotient payable pursuant to Section 2 hereof on the relevant Interest Payment Date. (c) Upon exercise of this conversion, the Maker shall promptly (but in subclause (iino event later than two business days after the Conversion Date), upon the request of the Payee, credit such aggregate number of shares of Common Stock to which the Payee is entitled pursuant to such exercise to the Payee’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system, or if the Maker’s transfer agent is not participating in the Fast Automated Securities Transfer Program (the “Conversion RatioFAST Program”). At ) or if the option certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier, a certificate, registered in the Maker’s share register in the name of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares Payee or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubtits designee, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or 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 (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Company for cancellation and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into shares of Common Stock to which the Payee is entitled pursuant to such Preference Shares are entitled exercise. The Payee, or any natural person or legal entity permissibly so designated by the Payee to be converted. Upon registration in receive the register shares of members of the Company (which Common Stock, shall be subject deemed to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be have become the holder of record of such Ordinary Shares on shares of Common Stock as of the Conversion Date, irrespective of the date such date, notwithstanding that shares of Common Stock are credited to the Payee’s DTC account or the date of delivery of the certificates evidencing such Ordinary Shares 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 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. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 3(d), in determining the 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 following: (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 written request of the Payee (which may be actually by email), the Maker shall, within three (3) business days, confirm in writing to the Payee (which may be via email) the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares 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 “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 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 Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to Section 3(b) hereof. Upon such persona change by the Payee of the Beneficial Ownership Limitation, the Beneficial Ownership Limitation may not be further amended by the Payee without first providing the minimum notice required by Section 3(e) hereof. Notwithstanding the foregoing, at any time following notice of a Fundamental 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. Each holder of Preference Shares shall have the right, at its option, at At any time after June 9, 2012 and from time to time, to convert, subject prior to the terms Maturity Date (as defined in the respective Secured Promissory Notes), up to Fifty Percent (50%) of the outstanding principal amount, the Exit Fee (as defined in the Promissory Notes), and provisions of this clause 13, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to accrued interest under the product of Promissory Notes (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)collectively, the “Conversion Price” and such quotient in subclause Amount”) shall be convertible at the option of Investor. Upon a conversion, the Investor shall receive that number of shares of the Company’s Common Stock as is determined by dividing the Conversion Amount by 0.75 (ii), the “Conversion RatioPrice”). At The Conversion Price reflects the option reverse stock split set forth in the Merger Agreement, but, in the event that any subsequent stock split or similar event takes place (or in the event that the Promissory Notes are converted prior to the consummation of the Companyreverse stock split contemplated by the Merger Agreement), any accrued and unpaid dividends as appropriate adjustment will be made to the Conversion Price. No fractional shares shall be issued upon conversion; in lieu of the date Company issuing any fractional shares to Investor upon the conversion, the Investor shall receive one whole share of conversion in respect Common Stock for any fractional interest. Before Investor shall be entitled to convert this Note into shares of Common Stock under this section, it shall surrender the applicable Promissory Note(s), duly endorsed, at the office of the Preference Shares being converted Company and shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted give written notice to the Company at any time during usual business hours at its principal place of business (or such other office or agency corporate office, 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 election to convert such Preference Shares the same pursuant to this Section, and specifying shall state therein the Conversion Amount to be converted and the name or names (with address) in which the certificate or certificates for shares of Common Stock are to be issued (the “Notice of Conversion”). Subject to the additional restrictions above, Investor may not tender a Notice of Conversion more than one time every thirty (30) days. The Company or the Company’s transfer agent shall, within five (5) business days after receive of a Notice of Conversion, issue and deliver at such office to Investor a certificate or certificates for Ordinary Shares the number of shares of Common Stock to which Investor shall be entitled upon conversion (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to be issued and the Company), together with a replacement Note (if so required by the Company) by a written instrument any principal amount, Exit Fee or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) belowaccrued interest is not converted). All certificates evidencing Preference Shares surrendered for The conversion shall be delivered deemed to have been made immediately prior to the Company for cancellation close of business on the date of receipt of the Notice of Conversion, and cancelled by it. As promptly as practicable after the surrender of any Preference Shares, the Company shall (subject to compliance with the applicable provisions of federal and state securities Laws) deliver to the holder of such Preference Shares so surrendered, certificate(s) evidencing the number of fully paid and non-assessable Ordinary Shares into which such Preference Shares are Person or Persons entitled to be converted. Upon registration in receive the register shares of members of the Company (which shall be subject to surrender of such share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be issuable Common Stock upon such conversion shall be treated for all purposes as the holder of record Investor or Investors of such Ordinary Shares on shares of Common Stock as of such date, notwithstanding that the certificates evidencing such Ordinary Shares shall not then be actually delivered to such person.