Common use of Optional Conversion Clause in Contracts

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the 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, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two one (21) Trading Days Day following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b20(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Common Stock Conversion Notice and representation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, “Acknowledgement”) to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second first (2nd1st) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)FAST, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares on the Conversion Date. In ; provided, that the event Holder shall be deemed to have waived any voting rights of any such Ordinary Shares that may arise during the period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, an “Conversion Period”), as necessary, such that the aggregate voting rights of any Ordinary Shares beneficially owned by the Holder and/or any Attribution Parties, collectively, on any such applicable date shall not exceed the Maximum Percentage (as defined below) as a partial result of any such conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion NoticeNote. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, facsimile or electronic mail or otherwisemail), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. Any Conversion Notice received by the Company in accordance with the terms of this Note after 11:59 p.m., New York time, on any day shall be deemed received by the Company on the next following Trading Day. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then are eligible to be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received (or is deemed to have received) a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall shall, (1) after the Resale Eligibility Date and provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, which balance account Holder shall designate in the applicable Conversion Notice, or (2) prior to the Resale Eligibility Date or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver send (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effectResale Eligibility Date, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicableConversion Shares, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “"Conversion Date”"), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by email (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the Company. If Company and (B) if required by Section 3(c)(iii(3)(b)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first third (1st3rd) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “"Share Delivery Deadline”Date"), the Company shall (1X) if legends are not required to be placed on certificates of Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC’s ") Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) rules and regulations of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase AgreementCommission. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on Ordinary Shares upon the Conversion Date. In the event transmission of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”)date, the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion "CONVERSION Notice”") to the Company. If Company and (B) if required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before 4:00 p.m., New York Time, on the first second (1st2nd) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent Company's transfer agent, if any (the "TRANSFER AGENT"). The date on which confirmation shall constitute an instruction the Holder satisfies the foregoing requirements is hereinafter referred to as the Transfer Agent to process such Conversion Notice in accordance with the terms herein"CONVERSION DATE". On or before 4:00 p.m., New York Time, on the second third (2nd3rd) Trading Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”"SHARE DELIVERY DATE"), the Company shall (1X) provided that the Transfer Agent Agent, if any, is participating in the Depository Trust Company ("DTC’s ") Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, Program or if the DTC Fast Automated Securities Transfer Program foregoing is otherwise not available for the issuance of such Common Stock, then upon the request of the Holderapplicable, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d22(d)) representing the same indebtedness to the extent of the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agentconfirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming that the Company has not notified the Holder prior thereto that a Grace Period the registration statement is in effect and continuingnot available pursuant to the terms of the Registration Rights Agreement) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the 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, no the DTC Issuance Condition has not been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) 4.1 of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must shall contain the legend required by Section 5(c) 4.1 of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Conversion Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile or otherwiseemail (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii3(c)(ii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company’s Transfer Agent which confirmation Agent. Any Conversion Confirmation delivered by the Company shall constitute an instruction to confirm the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAmount. On or before the second (2nd) Trading Business Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) shall, provided that the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at as Custodian system or (2) if system. If the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or if a Holder otherwise requests, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii3(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from Company does not comply with the Installment Amount(s) relating to the Installment Date(s) as provisions set forth in this Section 3(c)(i), the applicable Holder may rescind the Conversion Notice. Notwithstanding anything Notice in writing by facsimile or email to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledCompany.”

Optional Conversion. To convert any one or more Preferred Shares into Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the Preferred Share(s) subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(ii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Transfer Agent Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms set forth herein. On or before the second first (2nd1st) Trading Day following the each date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Conversion Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program FAST and either such shares of Common Stock (xi) (A) may then be sold by the applicable Holder pursuant to an available and effective registration statement and (B) such Holder provides such documentation or other information evidencing the sale of the shares of Common Stock issuable pursuant as the Company, the Transfer Agent or legal counsel to the Company shall reasonably request (which, for the avoidance of doubt, shall not include the requirement of a medallion guarantee or a legal opinion) or (ii) may be sold by such conversion are eligible to be resold by the Holder pursuant to Rule 144 or of the 1933 Act, as applicable (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionResale Eligibility Conditions”), credit such aggregate number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversion to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in FAST or the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been Resale Eligibility Conditions are not satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the such Holder, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five two (52) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver mail to the such Holder (or its designee) by overnight courier service a new Note Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 18(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In ; provided, that such Person shall be deemed to have waived any voting rights of any such Conversion Shares that may arise with respect to any record date during the event period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, an “Conversion Period”), as necessary, such that the aggregate voting rights of any Common Stock (including such Conversion Shares) beneficially owned by such Person and/or any of its Attribution Parties, collectively, on any such record date shall not exceed the Maximum Percentage (as defined below) as a partial result of any such conversion of this Note such applicable Preferred Shares with respect thereto. Notwithstanding the foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of issuance of Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant heretoto such Conversion Notice, the Principal amount converted Share Delivery Deadline with respect to any such Conversion Notice shall be deducted from the Installment Amount(slater of (x) relating to the Installment Date(sdate of issuance of such Preferred Shares and (y) as set forth in the applicable first (1st) Trading Day after the date of such Conversion Notice. Notwithstanding anything to the contrary contained in this Note Certificate of Designations or the Registration Rights Agreement, while after the effective date of a Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to a Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the such Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder such H▇▇▇▇▇ has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the such Holder has not yet settled.

Optional Conversion. (i) To convert any Conversion Amount portion of the outstanding Principal into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii3.2(c), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b16.2)). . (ii) On or before the first second (1st2nd) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile, electronic mail or otherwise the Transfer Agent instructions and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or (A) an effective and available registration statement, either, (1) prior to, (2) contemporaneously with, or (3) within thirty (30) days after, as applicable, the Company shall transmit date of the applicable Conversion Notice by facsimile or electronic mail an acknowledgment the Holder, (B) Rule 144, unless the Holder affirmatively indicates on the applicable Conversion Notice that the shares of confirmation of receipt of Common Stock issuable in connection with such Conversion Notice and instructions are not being resold either (1) prior to, (2) contemporaneously with, or (3) within thirty (30) days after, as applicable, the date of the applicable Conversion Notice by the Holder, provided that the Holder shall provide the Company with customary representations with respect to compliance by the Transfer AgentHolder with Rule 144, or (C) Rule 144 without having to comply with the information requirements under Rule 144(c)(1) (each, a “Permitted Securities Transaction”), substantially in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein. . (iii) On or before the second third (2nd3rd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1A) provided that provided, that, the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) Program, with respect to the shares of Common Stock issuable pursuant to such conversion are eligible to included in the Conversion Notice that may then be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Permitted Securities Transaction, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, Program or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) with respect to the address as specified shares of Common Stock included in the Conversion NoticeNotice that may not then be resold by the Holder pursuant to a Permitted Securities Transaction, deliver a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d. (iv) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii3.2(c) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount Principal being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)16.4) representing the outstanding Principal not so converted. . (v) The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, facsimile or electronic mail or otherwisemail), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. Any Conversion Notice received by the Company in accordance with the terms of this Note after 11:59 p.m., New York time, on any day shall be deemed received by the Company on the next following Trading Day. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b15(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then are eligible to be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received (or is deemed to have received) a Conversion Notice (or such earlier date as required pursuant to the 1934 Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall shall, (1) after the Resale Eligibility Date and provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, which balance account Holder shall designate in the applicable Conversion Notice, or (2) prior to the Resale Eligibility Date or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver send (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d15(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or Note, after the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effectResale Eligibility Date, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicableConversion Shares, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “"Conversion Date”"), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by email (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the Company. If Company and (B) if required by Section 3(c)(iii(3)(b)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note Debenture in the case of its loss, theft or destruction as contemplated by Section 18(bdestruction)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which of receipt of the Company has received a initial Conversion Notice or the first (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to 1st) Trading Day (unless such Conversion NoticeNotice was received after 4:30 p.m. New York time, then the second (2) Trading Day) following the date of receipt of any subsequent Conversion Notices (together, the “"Share Delivery Deadline”Date"), the Company shall (1X) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided that the Company’s transfer agent (the “Transfer Agent Agent”) is participating in the Depository Trust Company's ("DTC’s ") Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant Program, instruct such Transfer Agent to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) if legends are required to be placed on certificates or the book-entry position of the Common Shares or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note Debenture is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d)) Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock on Shares upon the Conversion Date. In the event transmission of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail facsimile or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two three (23) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b17(b)). On or before the first third (1st3rd) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agentconfirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent”). On or before the second third (2nd3rd) Trading Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s The DTC Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the 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, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 5:00 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail or otherwise a treasury direction and acknowledgment of confirmation and representation as to whether or not such Common Stock Shares may then be resold pursuant to Rule 144 without limitations with respect to the volume or manner of sale restrictions set forth therein or an effective and available registration statement, and as to whether or not such Common Shares are subject to any restricted or hold periods under applicable Canadian Securities Laws or a Canadian Prospectus (as defined in the Company shall transmit by facsimile Registration Rights Agreement) qualifying their distribution has been filed and a receipt or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to a decision document from the Transfer Agentapplicable Canadian Securities Commissions (as defined in the Registration Rights Agreement) in connection therewith has been obtained, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion Required Unrestricted Conditions are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)satisfied, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion to the 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, no DTC Issuance Condition has been Program or the Required Unrestricted Conditions are not satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the Effective Date (as defined in the Registration Rights Agreement) of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period after a receipt or a decision document from the applicable Canadian Securities Commissions has been obtained in relation to the equivalent Canadian Prospectus (as defined in the Registration Rights Agreement) is ), but prior to the Holder’s receipt of a notice of a Suspension (as defined in effectthe Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has been named in the Registration Statement and has certified that such Holder has entered into a contract for sale, an arrangement with a broker for sale or a 10b5-1 plan and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two one (21) Trading Days Day following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b20(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, “Acknowledgement”) to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second first (2nd1st) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)FAST, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the 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 ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In ; provided, that the event Holder shall be deemed to have waived any voting rights of any such shares of Common Stock that may arise during the period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, an “Conversion Period”), as necessary, such that the aggregate voting rights of any shares of Common Stock beneficially owned by the Holder and/or any Attribution Parties, collectively, on any such applicable date shall not exceed the Maximum Percentage (as defined below) as a partial result of any such conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion NoticeNote. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by email (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I II (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii(3)(b)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first third (1st3rd) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (1X) if legends are not required to be placed on certificates of Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) rules and regulations of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase AgreementCommission. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on Ordinary Shares upon the Conversion Date. In the event transmission of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b20(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, “Acknowledgement”) to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)FAST, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the 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 ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If 1 Insert 110% of the quotient of (x) the sum of the VWAP of the Common Stock on each of the three (3) consecutive Trading Days ending and including the Trading Day ended immediately preceding the Closing Date, divided by (y) three (3). required by Section 3(c)(iii), within two three (23) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b19(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent Agent”) which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second third (2nd3rd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier other date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by may be issued without legends under the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) 1933 Act (as applicable, the “DTC Issuance Condition”defined below), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the 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 ProgramProgram or such shares of Common Stock may not be issued without legends under the 1933 Act (as defined below), no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, (x) the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to Notice and (y) the contrary contained in this Note or the Registration Rights Agreementamount of Restricted Principal converted, while the Registration Statement (as defined if any, shall be set forth in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledapplicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b20(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Common Stock Conversion Notice and representation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, “Acknowledgement”) to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second first (2nd) Trading 1st)Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)FAST, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note Note, once entered in the register of members of the Company, shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two one (21) Trading Days Day following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b21(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Common Stock Conversion Notice and representation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, “Acknowledgement”) to the Holder and the Company’s transfer agent (the “Transfer Agent Agent”) which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second first (2nd1st) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionFAST”), credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five one (51) Business Days Day after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d21(c)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares (the “Conversion Shares”) issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date; provided, that the Holder shall be deemed to have waived any voting rights of any such Conversion Shares that may arise during the period commencing on such Conversion Date, through and including, such applicable Share Delivery Deadline (each, a “Conversion Period”), as necessary, such that the aggregate voting rights of any Ordinary Shares (including such Conversion Shares) beneficially owned by the Holder and/or any Attribution Parties, collectively, on any such applicable date of determination shall not exceed the Maximum Percentage (as defined below) as a result of any such conversion of this Note. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any one or more Preferred Shares into Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the Preferred Share(s) subject to such conversion in the form attached hereto as Exhibit I A (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(ii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit IIB, of receipt of such Conversion Notice to the such Holder and the Company’s transfer agent (the “Transfer Agent Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms set forth herein. On or before the second first (2nd1st) Trading Day following the each date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act (as defined below) or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Conversion Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program (“FAST”) and either such shares of Common Stock (xi) (A) may then be sold by the applicable Holder pursuant to an available and effective registration statement and (B) such Holder provides such documentation or other information evidencing the sale of the shares of Common Stock issuable pursuant as the Company, the Transfer Agent or legal counsel to the Company shall reasonably request (which, for the avoidance of doubt, shall not include the requirement of a medallion guarantee or a legal opinion) or (ii) may be sold by such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) of the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) 1933 Act (as applicabledefined below), as applicable (the “DTC Issuance ConditionResale Eligibility Conditions”), credit such aggregate number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversion to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in FAST or the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been Resale Eligibility Conditions are not satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the such Holder, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five two (52) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver mail to the such Holder (or its designee) by overnight courier service a new Note Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 18(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In Notwithstanding the event foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of a partial conversion issuance of this Note Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant heretoto such Conversion Notice, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) Share Delivery Deadline with respect to which any such Conversion Notice shall be the Holder has entered into a contract for sale, later of (x) the date of issuance of such Preferred Shares and delivered a copy (y) the first (1st) Trading Day after the date of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledsuch Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two one (21) Trading Days Day following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b21(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, “Acknowledgement”) to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second first (2nd1st) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)FAST, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the 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 ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five one (51) Business Days Day after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d21(d)) representing the outstanding Principal not converted; provided, that during such period the Holder shall be permitted to convert such new Note regardless of the date the actual certificate evidencing such new Note is delivered to the Holder (or its designee). The Person or Persons entitled to receive the shares of Common Stock (the “Conversion Shares”) issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares on the Conversion Date; provided, that the Holder shall be deemed to have waived any voting rights of any such Conversion Shares during the period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, a “Conversion Period”), as necessary, such that the aggregate voting rights of any shares of Common Stock (including such Conversion Shares) beneficially owned by the Holder and/or any Attribution Parties, collectively, on any such date of determination shall not exceed the Conversion DateMaximum Percentage (as defined below) as a result of any such conversion of this Note. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled. 1 Insert for Initial Closing (as defined in the Securities Purchase Agreement): $10.00 Insert for any giving Additional Closing (as defined in the Securities Purchase Agreement): the quotient of (x) the sum of the VWAP of the Common Stock of each Trading Day during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately prior to such applicable Additional Closing Notice Date (as defined in the Securities Purchase Agreement), divided by (y) twenty (20) (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar transactions during such measuring period).

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two one (21) Trading Days Day following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b19(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II , of confirmation of receipt of such Common Stock Conversion Notice and representation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, “Acknowledgement”) to the Holder and the Company’s transfer agent (the “Transfer Agent Agent”) which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second first (2nd1st) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionFAST”), credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five one (51) Business Days Day after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares on the Conversion Date. In ; provided, that the event Holder shall be deemed to have waived any voting rights of any such Ordinary Shares that may arise during the period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, an “Conversion Period”), as necessary, such that the aggregate voting rights of any Ordinary Shares beneficially owned by the Holder and/or any Attribution Parties, collectively, on any such applicable date shall not exceed the Maximum Percentage (as defined below) as a partial result of any such conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 4:00 p.m., New York Toronto time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. For greater certainty, a Conversion Notice received by the Company after 4:00 p.m., Toronto time, shall be deemed to have been received on the following Trading Day. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b16(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (Notice, the Company shall transmit by facsimile or such earlier date as required pursuant electronic mail a treasury direction to the 1934 Act or other applicable law, rule or regulation for transfer agent (the settlement of a trade initiated on “Transfer Agent”) to issue the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Shares in accordance with the registration instructions in the Conversion Notice. On or before the third (3rd) Trading Day following the date on which the Company has received a Conversion Notice (the “Share Delivery Deadline”), the Company shall either (x) at any time on or after August 1) , 2021 (each, an “Canadian Resale Eligibility Date”), provided that the Transfer Agent is participating in DTC’s Fast Automated The Canadian Depository for Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionCDS”), credit such aggregate number of shares of Common Stock Shares to which the Holder shall be is entitled pursuant to such conversion Conversion Notice (the “Applicable Conversion Shares”) to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system CDS (each such issuance and delivery of Applicable Conversion Shares pursuant to this clause (x), an “Electronic Share Issuance”) or (2y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Programotherwise, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, to issue and deliver (via reputable overnight courier) to the address as specified in the applicable Conversion Notice, Notice a certificate, registered in the name of the Holder (or its designee), for such Applicable Conversion Shares (each such issuance and delivery of Applicable Conversion Shares pursuant to this clause (y), a “Certificated Share Issuance”, and together with each Electronic Share Issuance, each, a “Share Issuance”). Notwithstanding the number of shares of Common Stock to which foregoing, (I) whether or not the Applicable Conversion Shares are eligible for an Electronic Share Issuance, if the Holder elects to effect such applicable Share Issuance pursuant to a Certificated Share Issuance in such Conversion Notice, such Share Issuance shall be entitled consummated as a Certificated Share Issuance and (II) if such Applicable Conversion Shares are eligible to be delivered pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(dCDS in accordance with clause (x) of this Section 3(c)(i), the Securities Purchase AgreementCompany shall cause the Applicable Conversion Shares to be delivered to the Holder (or its designee) in accordance with the election of the Holder as set forth in such Conversion Notice (or, then in the absence of any such shares of Common Stock issued upon conversion must contain election or an election to deliver as a Certificated Share Issuance, such Applicable Conversion Shares shall be delivered to the legend required by Section 5(cHolder (or its designee) in accordance with clause (x) of the Securities Purchase Agreementthis Section 3(c)(i) above). If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d16(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note pursuant to the applicable Conversion Notice shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by email (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii(3)(b)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first third (1st3rd) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (1X) if legends are not required to be placed on certificates of Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) rules and regulations of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase AgreementCommission. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on Ordinary Shares upon the Conversion Date. In the event transmission of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 9:00 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two three (23) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b19(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agentconfirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent Agent”) which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second third (2nd3rd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the 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, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b19(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Common Stock Conversion Notice and representation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, “Acknowledgement”) to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule rule, or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionFAST”), credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Outstanding Principal Value of this Note is greater than the Outstanding Principal Value portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d19(d)) representing the outstanding Outstanding Principal Value of this Note not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Outstanding Principal amount Value of this Note converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 p.m.11:59 a.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first second (1st2nd) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of and representation as to whether such Conversion Notice Common Shares may then be resold pursuant to Rule 144 (assuming the Holder executes a standard representation letter relating thereto) or an effective and instructions to the Transfer Agentavailable registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Common Shares to be issued pursuant to such Conversion Notice are then Freely Tradable by the Holder and the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion to the 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, no DTC Issuance Condition has been satisfied, Program or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common StockShares are not then Freely Tradable by the Holder, then upon the request of the Holder, issue and deliver dispatch (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion. If the shares conversion or proof of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreementissuance in uncertificated form. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Trading Days after receipt of this Note and at its own expense, issue and deliver dispatch (via reputable courier) to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any one or more Preferred Shares into Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the Preferred Share(s) subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(ii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Transfer Agent Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms set forth herein. On or before the second first (2nd1st) Trading Day following the each date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Conversion Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program (“FAST”) and either (x) the such shares of Common Stock issuable (i) (A) may then be sold by the applicable Holder pursuant to an available and effective registration statement and (B) such conversion are eligible Holder provides such documentation or other information evidencing the sale of the share of Common Stock as the Company, the Transfer Agent or legal counsel to the Company shall reasonably request (which, for the avoidance of doubt, shall not include the requirements of a medallion guarantee or a legal opinion) or (ii) may be resold sold by the such Holder pursuant to Rule 144 or of the 1933 Act, as applicable (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionResale Eligibility Conditions”), credit such aggregate number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversion to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in FAST or the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been Resale Eligibility Conditions are not satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the such Holder, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five two (52) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver mail to the such Holder (or its designee) by overnight courier service a new Note Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 18(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In Notwithstanding the event foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of a partial conversion issuance of this Note Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant heretoto such Conversion Notice, the Principal amount converted Share Delivery Deadline with respect to any such Conversion Notice shall be deducted from the Installment Amount(slater of (x) relating to the Installment Date(sdate of issuance of such Preferred Shares and (y) as set forth in the applicable first (1st) Trading Day after the date of such Conversion Notice. Notwithstanding anything to the contrary contained in this Note Certificate of Designations or the Registration Rights Agreement, while after the effective date of a Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to a Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the such Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder such ▇▇▇▇▇▇ has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the such Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b17(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the 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, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii33(c)(iii), within two three (23) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b19(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agentconfirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent. On or before the second (2nd) Trading Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s The DTC Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the 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, no DTC Issuance Condition has been satisfied, or issue (and on such date mail the DTC Fast Automated Securities Transfer Program is otherwise not available certificate for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver delivery (via reputable overnight courier) to the address as specified in the Conversion Notice), a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two one (21) Trading Days Day following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b19(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)FAST, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five one (51) Business Days Day after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares on the Conversion Date. In ; provided, that the event Holder shall be deemed to have waived any voting rights of any such Ordinary Shares that may arise during the period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, an “Conversion Period”), as necessary, such that the aggregate voting rights of any Ordinary Shares beneficially owned by the Holder and/or any Attribution Parties, collectively, on any such applicable date shall not exceed the Maximum Percentage (as defined below) as a partial result of any such conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion NoticeNote. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any one or more Preferred Shares into Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the Preferred Share(s) subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(ii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Transfer Agent Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms set forth herein. On or before the second first (2nd1st) Trading Day following the each date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Conversion Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program FAST and either such shares of Common Stock (xi) (A) may then be sold by the applicable Holder pursuant to an available and effective registration statement and (B) such Holder provides such documentation or other information evidencing the sale of the shares of Common Stock issuable pursuant as the Company, the Transfer Agent or legal counsel to the Company shall reasonably request (which, for the avoidance of doubt, shall not include the requirement of a medallion guarantee or a legal opinion) or (ii) may be sold by such conversion are eligible to be resold by the Holder pursuant to Rule 144 or of the 1933 Act, as applicable (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionResale Eligibility Conditions”), credit such aggregate number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversion to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in FAST or the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been Resale Eligibility Conditions are not satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the such Holder, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five two (52) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver mail to the such Holder (or its designee) by overnight courier service a new Note Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 18(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In ; provided, that such Person shall be deemed to have waived any voting rights of any such Conversion Shares that may arise with respect to any record date during the event period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, an “Conversion Period”), as necessary, such that the aggregate voting rights of any Common Stock (including such Conversion Shares) beneficially owned by such Person and/or any of its Attribution Parties, collectively, on any such record date shall not exceed the Maximum Percentage (as defined below) as a partial result of any such conversion of this Note such applicable Preferred Shares with respect thereto. .. Notwithstanding the foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of issuance of Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant heretoto such Conversion Notice, the Principal amount converted Share Delivery Deadline with respect to any such Conversion Notice shall be deducted from the Installment Amount(slater of (x) relating to the Installment Date(sdate of issuance of such Preferred Shares and (y) as set forth in the applicable first (1st) Trading Day after the date of such Conversion Notice. Notwithstanding anything to the contrary contained in this Note Certificate of Designations or the Registration Rights Agreement, while after the effective date of a Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to a Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the such Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder such H▇▇▇▇▇ has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the such Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b20(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Common Stock Conversion Notice and representation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, “Acknowledgement”) to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) first Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)FAST, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b20(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, (x) if the applicable Alternate Conversion Price is less than the “alternate conversion price” specified on such Conversion Notice, the Holder may deliver an updated Conversion Notice to the Company correcting the Alternate Conversion Price (and aggregate number of Ordinary Shares to be issued) as specified in such Conversion Notice (provided, that if such Common Stock updated Conversion Notice is not delivered to the Company on or prior to 10:00am, New York time on the Trading Day immediately following the applicable Conversion Date, the applicable Share Delivery Deadline shall be extended by one (1) Trading Day and (y) the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, “Acknowledgement”) to the Holder and the Company’s transfer agent (the “Transfer Agent Agent”) which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionFAST”), credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Outstanding Principal Value of this Note is greater than the Outstanding Principal Value portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d20(d)) representing the outstanding Outstanding Principal Value of this Note not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Outstanding Principal amount Value of this Note converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in and prior to the Registration Rights Agreement) is effective and no Holder’s receipt of the notice of an Allowable Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.