Common use of Optional Conversion Clause in Contracts

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

Optional Conversion. (i) If the Initial Listing has not occurred as of March __31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A B Preferred Stock into the Conversion Amount of Common SharesShares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series A B Preferred Stock may convert some or all of their such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A B Preferred Stock is held in global certificate form, the Holder of Shares of Series A B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A B Preferred Stock represented by a global stock certificate of the Series A B Preferred Stock.

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

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

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

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

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

Optional Conversion. (i) If the Initial Listing has not occurred as Each share of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred StockStock shall be convertible, at their option, maythe option of the holder thereof, at any time and from time to time after such datetime, convert all, but not less than all, and without the payment of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated additional consideration by the Board of Directorsholder thereof, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of into such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable shares of Common SharesStock as is determined by dividing the Original Issue Price by the Conversion Price (as defined above) in effect at the time of conversion, subject to adjustment as provided below. (ii) In order for a holder of Preferred Stock to voluntarily convert shares of Preferred Stock into shares of Common Stock, such holder shall (a) provide written notice to the Corporation’s transfer agent at the office of the transfer agent for the Preferred Stock that such holder elects to convert all or any number of such holder’s shares of Preferred Stock and, if then applicable, any event on which such conversion is contingent and (b), if such holder’s shares are certificated, surrender the certificate or certificates for such shares of Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to which the Holder Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of Shares the alleged loss, theft or destruction of such Series A certificate), at the office of the transfer agent for the Preferred Stock. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the shares of Common Stock shall to be entitledissued. This If required by the Corporation, any certificates surrendered for conversion shall be deemed endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to have been made at the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the Optional date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such notice and, if applicable, certificates (or lost certificate affidavit and agreement) shall be the time of conversion (the “Conversion Date so Time”), and the shares of Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date. Immediately prior to the Conversion Time the Corporation shall pay all of the Accruing Dividends on the Preferred Stock being converted voluntarily by the holder that are accrued and unpaid as of such Conversion Time by, either, at the option of the Corporation: (i) issuing additional Preferred Stock to such holder (valuing such additional Preferred Stock at the Original Issue Price), which additional Preferred Stock shall also be voluntarily converted into shares of Common Stock as if included in the notice provided by the holder using the then in effect Conversion Price, or (ii) paying cash. The Corporation shall, as soon as practicable after the Conversion Time issue and deliver to such holder of Preferred Stock, or to his, her or its nominees the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof. Such converted Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly. Any shares of Preferred Stock not converted shall remain outstanding and continue to have all of the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A such Preferred Stock.

Optional Conversion. (ia) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares Each share of Series A Preferred Stock, at their optionSeries B Preferred Stock, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A C Cumulative Preferred Stock into and/or the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A D Cumulative Preferred Stock may convert some or all of their shares by surrendering to the Corporation be converted at its principal office or any time, at the office option of its transfer agentthe holder thereof, as may be designated by in the Board manner hereinafter provided, into one fully paid and nonassessable share of DirectorsCommon Stock, the certificate or certificatessubject, if anyin each case, for the Shares to adjustments described below; PROVIDED, HOWEVER that on any redemption of Series A any Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records liquidation of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number right of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made terminate at the close of business on the Optional full business day next preceding the date fixed for such redemption or for the payment of any amounts distributable on liquidation. (The number of shares of Common Stock into which each share of Preferred Stock may be converted is herein called the "Conversion Date so that Rate"). (b) Whenever the rights Conversion Rate shall be adjusted as provided in Section IV.C.7 hereof, the Corporation shall forthwith file at each office designated for the conversion, a statement, signed by the Chairman of the Holder Board, the President, any Vice President or Treasurer of Shares of Series A Preferred Stock as to the shares being converted shall cease except for Corporation, showing in reasonable detail the right to receive the conversion value, facts requiring such adjustment and the person entitled Conversion Rate that will be effective after such adjustment. The Corporation shall also cause a notice setting forth any such adjustments to receive the Common Shares shall be treated for all purposes as having become the sent by mail, first class, postage prepaid, to each record holder of those Common Shares Preferred Stock at that time his or its address appearing on that datethe stock register. (iiic) In lieu order to exercise the conversion privilege, the holder of any Preferred Stock to be converted shall surrender his or its certificate or certificates therefor to the principal office of the foregoing procedurestransfer agent (or if there is no transfer agent appointed at that time, if then the Series A Preferred Stock is held in global certificate formCorporation at its principal office), and shall give written notice to the Holder of Shares of Series A Preferred Stock must comply with Corporation at such office that the procedures of DTC holder elects to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock such certificates, or any number thereof. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock issuable on such conversion shall be issued, subject to any restrictions on transfer relating to shares of the Preferred Stock or shares of Common Stock upon the conversion thereof. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly authorized in writing. The date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of the certificates and notice shall be the conversion date. As soon as practicable after receipt of such notice and surrender of the certificate or certificates for Preferred Stock as aforesaid, the Corporation shall cause to be issued and delivered at such office to such holder, or on his or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof. (d) The Corporation shall at all times when the Preferred Stock shall be outstanding reserve and keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the Preferred Stock such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock. (e) Upon any such conversion, no adjustment to the Conversion Rate shall be made for declared and unpaid dividends on the Preferred Stock surrendered for conversion, any accumulated and unpaid dividends on the Series C Cumulative Preferred Stock and the Series D Cumulative Preferred Stock, if not yet declared, or on the Common Stock delivered. (f) All Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall forthwith cease and terminate except only the right of the holder thereof to receive shares of Common Stock in exchange therefor and payment of any declared and unpaid (and, with respect to the Series C Cumulative Preferred Stock or the Series D Cumulative Preferred Stock, any accumulated and unpaid, if not yet declared) dividends thereon. Any of the Preferred Stock so converted shall be retired and canceled and shall not be reissued, and the Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized Series A Preferred Stock, Series B Preferred Stock, Series C Cumulative Preferred Stock and the Series D Cumulative Preferred Stock accordingly.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares Any holder of Series A C-1 Preferred StockStock shall have the right, at their its option, may, at any time subsequent to the date on which a sufficient number of shares of Common Stock are duly authorized and reserved by the Corporation in satisfaction of the conversion rights set forth in this Section 7, and from time to time after thereafter, to convert, subject to the terms and provisions of this Section 7, any or all of such date, convert all, but not less than all, of their outstanding Shares holder's shares of Series A C-1 Preferred Stock into the Conversion Amount such number of fully paid and non-assessable shares of Common Shares. Stock as is equal to the product of the number of shares of Series C-1 Preferred Stock being so converted multiplied by the quotient of (i) the Liquidation Preference divided by (ii) Following the Optional Trigger Dateconversion price(as defined hereinbelow), Holders subject to adjustment as provided in Section 7(c). Such conversion right shall be exercised by the surrender of Shares certificate(s) representing the shares of Series A C-1 Preferred Stock may convert some or all of their shares by surrendering to be converted to the Corporation at any time during usual business hours at its principal place of business to be maintained by it (or such other office or at agency of the office of its transfer agent, Corporation as the Corporation may be designated designate by notice in writing to the Board of Directors, the certificate or certificates, if any, for the Shares holders of Series A C-1 Preferred Stock to be convertedStock), accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock holder elects to convert such Shares in accordance with the provisions described in this Section 5(c) shares of Series C-1 Preferred Stock and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder of or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(h). All certificates representing shares of Series A C-1 Preferred Stock wishes the certificate or certificates, if any, surrendered for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed delivered to the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”)Corporation for cancellation and canceled by it. As promptly as practicable after the Optional Conversion Date with respect to surrender of any Shares shares of Series A C-1 Preferred Stock, the Corporation shall (Asubject to compliance with the applicable provisions of federal and state securities laws) reflect deliver to the issuance holder of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (Bshares so surrendered certificate(s) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable nonassessable shares of Common Shares, if then certificatedStock into which such shares are entitled to be converted and, to which the Holder extent funds are legally available therefor, an amount equal to the accrued and unpaid dividends payable with respect to such shares in accordance with Section 3 above. At the time of Shares the surrender of such Series A Preferred certificate(s), the Person in whose name any certificate(s) for shares of Common Stock shall be entitled. This issuable upon such conversion shall be deemed to have been made at be the close holder of business record of such shares of Common Stock on the Optional Conversion Date so such date, notwithstanding that the rights share register of the Holder of Shares of Series A Preferred Corporation shall then be closed or that the certificates representing such Common Stock as shall not then be actually delivered to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datesuch Person. (iiii) In lieu The Conversion Price shall be the lesser of (i) the Variable Conversion Price (as defined herein) and (ii) the Fixed Conversion Price (as defined herein) (subject, in each case, to equitable adjustments for stock splits, stock dividends or rights offerings relating to the Corporation's securities or the securities of any subsidiary of the foregoing proceduresCorporation, if combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean the Series A Preferred Applicable Percentage (as defined herein) multiplied by the Market Price (as defined herein). "Market Price" means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending one Trading Day prior to the date notice of conversion is held in global certificate formsent to the Corporation (the "Conversion Date"). "Trading Price" means, for any security as of any date, the Holder intraday trading price on the Over-the-Counter Bulletin Board (the "OTCBB") as reported by a reliable reporting service mutually acceptable to and hereafter designated by Holders of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial a majority in interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.C-1

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

Optional Conversion. (i) If Each holder of the Initial Listing has not occurred as Series A Preferred Stock may at any time, upon surrender of March __the certificates therefor, 2020 convert all or any portion of his or its Series A Preferred Stock into fully paid and nonassessable Common Stock of the Corporation, at the Series A Conversion Price set forth below, plus declared and unpaid dividends thereon. (ii) Before any holder of Series A Preferred Stock shall be entitled to convert the “Optional Trigger Date”)same into full shares of Common Stock, thensuch holder shall surrender the certificate or certificates therefor, holders endorsed or accompanied by written instrument or instruments of Shares transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering shall give written notice to the Corporation at its principal office that the holder elects to convert the same and shall state therein the holder's name or at the office names of its transfer agent, as may be designated by the Board of Directors, nominees in which the holder wishes the certificate or certificatescertificates for shares of Common Stock to be issued. As soon as practicable thereafter, if anythe Corporation shall issue and deliver at its office to the holder of the Series A Preferred Stock, or to the holders nominee or nominees, a certificate or certificates for the Shares number of shares of Common Stock to which the holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share. A conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of the shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person or persons entitled to receive the shares of Common Shares Stock issuable upon conversion shall be treated for all purposes as having become the record holder or holders of those the shares of Common Shares Stock at that time the close of business on that date. (iii) In lieu . From and after that date, all rights of the foregoing procedures, if holder with respect to the Series A Preferred Stock is held in global certificate formso converted shall terminate, except only the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect right of the Series A Preferred holder to receive certificates for the number of shares of Common Stock represented by a global stock certificate issuable-upon conversion thereof and cash for fractional shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then-effective Conversion Price.

Optional Conversion. (ia) If the Initial Listing has not occurred as Holders of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares shares of Series A D Preferred Stock, at their option, Stock may, at any time and from time to time after such datetime, convert all, but not less than all, of their outstanding Shares shares of Series A D Preferred Stock, unless previously redeemed, into a number of shares of Common Stock calculated by dividing the Liquidation Preference (without unpaid dividends) by $34.00, subject to adjustment as described below in Section 6(f) (the "Conversion Price"). If more than one share of Series D Preferred Stock into shall be surrendered for conversion at one time by the Conversion Amount same record holder, the number of full shares of Common Shares. (ii) Following Stock issuable upon conversion thereof shall be computed on the Optional Trigger Date, Holders basis of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder aggregate number of shares of Series A D Preferred Stock wishes so surrendered. In the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all case of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share shares of Series A D Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stockcalled for redemption, the Corporation conversion rights shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made expire at the close of business on the Optional business day immediately preceding the redemption date. The holders of shares of Series D Preferred Stock that convert such shares into shares of Common Stock shall be entitled to receive any accrued and unpaid dividends thereon, if any, whether or not declared, and such dividends shall be payable in cash or shares of Common Stock (valued at the Conversion Date so Price), or any combination thereof, in the sole discretion of the Board of Directors. (b) Any holder of shares of Series D Preferred Stock electing to convert the shares or any portion thereof in accordance with Section 6(a) above shall give written notice to the Corporation (which notice may be given by facsimile transmission) that such holder elects to convert the same and shall state therein the number of shares of Series D Preferred Stock to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. Promptly thereafter, the holder shall surrender the certificate or certificates of shares of Series D Preferred Stock to be converted, duly endorsed, at the office of the Corporation or any transfer agent for such shares, or at such other place designated by the Corporation, provided that the rights Corporation shall at all times maintain an office or agency in The City of New York for such purposes. The Corporation shall, immediately upon receipt of such notice, issue and deliver to or upon the order of such holder, against delivery of the Holder of Shares certificates representing the shares of Series A D Preferred Stock as to the shares being converted shall cease except that have been converted, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled (in the number(s) and denomination(s) designated by such holder), and the Corporation shall deliver to such holder a certificate or certificates for the number of shares of Series D Preferred Stock that such holder has not elected to convert. The conversion right with respect to receive any shares of Series D Preferred Stock shall be deemed to have been exercised at the conversion valuedate upon which the certificates therefor (and the payment required by Section 6(d), if applicable), shall have been so delivered, and the person or persons entitled to receive the Common Shares Stock issuable upon conversion shall be treated for all purposes as having become the record holder or holders of those such Common Shares at that time on Stock upon that date. (c) No fractional shares of Common Stock shall be issued upon conversion of shares of Series D Preferred Stock. Instead of any fractional share of Common Stock otherwise issuable upon conversion of any shares of Series D Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the Closing Price of the Common Stock at the close of business on the day of conversion. In the absence of a Closing Price, the Board of Directors shall in good faith determine the current market price on such basis as it reasonably considers appropriate and such current market price shall be used to calculate the cash adjustment; provided that in no case shall the Closing Price be less than the Conversion Price then in effect. (d) If a holder converts shares of Series D Preferred Stock, the Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Stock upon the conversion or due upon the issuance of a new certificate or certificates for any shares of Series D Preferred Stock not converted. The holder, however, shall pay any such tax that is due because any such shares of the Common Stock or of the Series D Preferred Stock are issued in a name other than the name of the holder. (e) The Corporation shall reserve out of its authorized but unissued Common Stock held in treasury enough shares of Common Stock to permit the conversion of all of the then-outstanding shares of Series D Preferred Stock. For the purposes of this Section 6(e), the full number of shares of Common Stock then issuable upon the conversion of all then- outstanding shares of Series D Preferred Stock shall be computed as if at the time of computation all outstanding shares of Series D Preferred Stock were held by a single holder. The Corporation shall from time to time, in accordance with the laws of the State of Delaware and its certificate of incorporation, increase the authorized amount of its Common Stock if at any time the authorized amount of its Common Stock remaining unissued shall not be sufficient to permit the conversion of all shares of Series D Preferred Stock at the time outstanding. All shares of Common Stock issued upon conversion of the shares of Series D Preferred Stock shall be validly issued, fully paid and nonassessable. (f) The Conversion Price shall be subject to adjustment as follows: (i) In case the Corporation shall (A) pay a dividend on any class of its capital stock in shares of its Common Stock, (B) subdivide its outstanding shares of Common Stock into a greater number of shares or (C) combine its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior thereto shall be adjusted (as provided below) so that the holders of any shares of Series D Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which such holder would have owned or have been entitled to receive immediately following such action had such shares of Series D Preferred Stock been converted immediately prior to such time. The Conversion Price as adjusted shall be determined by multiplying the Conversion Price at which the shares of Series D Preferred Stock were theretofore convertible by a fraction of which the denominator shall be the number of shares of Common Stock outstanding immediately following such action and of which the numerator shall be the number of shares of Common Stock outstanding immediately prior thereto. Such adjustment shall be made whenever any event listed above shall occur and shall become effective retroactively immediately after the record date in the case of a dividend and immediately after the effective date in the case of a subdivision or combination. (ii) In case the Corporation shall issue rights or warrants to any Person (including holders of its Common Stock) entitling such Person or Persons to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of Common Stock on the date the Corporation commits or agrees to such issuance, or in case the Corporation shall issue to any Person (including holders of its Common Stock) other securities convertible into or exchangeable for Common Stock for a consideration per share of Common Stock deliverable upon conversion or exchange thereof less than the Current Market Price on the date the Corporation commits or agrees to such issuance, then the Conversion Price in effect immediately prior thereto shall be adjusted as provided below so that the Conversion Price therefor shall be equal to the price determined by multiplying (A) the Conversion Price at which shares of Series D Preferred Stock were theretofore convertible by (B) a fraction of which (x) the denominator shall be the sum of (1) the number of shares of Common Stock outstanding on the date of issuance of the convertible or exchangeable securities, rights or warrants and (2) the number of additional shares of Common Stock offered for subscription or purchase, or issuable upon such conversion or exchange, and (y) the numerator shall be the sum of (1) the number of shares of Common Stock outstanding on the date of issuance of such convertible or exchangeable securities, rights or warrants and (2) the number of additional shares of Common Stock which the aggregate offering price of the number of shares of Common Stock so offered would purchase at the Current Market Price per share of Common Stock. Such adjustment shall be made whenever such convertible or exchangeable securities, rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such securities. However, upon the expiration of any right or warrant to purchase Common Stock, the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section 6(f)(ii), if any such right or warrant shall expire and shall not have been exercised, the Conversion Price shall be recomputed immediately upon such expiration and effective immediately upon such expiration shall be increased to the price it would have been (but reflecting any other adjustments to the Conversion Price made pursuant to the provisions of this Section 6(f) after the issuance of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such rights or warrants. No further adjustment shall be made upon exercise of any right, warrant, convertible security or exchangeable security if any adjustment shall have been made upon issuance of such security. The foregoing notwithstanding, no adjustment shall be made pursuant to this subparagraph (ii) with respect to any particular dividend or other event with respect to which a Payout Election is made. (iii) In case the Corporation shall pay a dividend to all holders of its Common Stock (including any dividend paid in connection with a consolidation or merger in which the Corporation is the continuing corporation) of any shares of capital stock of the Corporation or its subsidiaries (other than Common Stock) or evidences of its indebtedness or assets or cash (excluding dividends or distributions in connection with the liquidation, dissolution or winding up of the Corporation) or rights or warrants to subscribe for or purchase any of its securities or those of its subsidiaries or securities convertible or exchangeable for Common Stock (excluding those securities referred to in Section 6(f)(ii) above), then in each such case the Conversion Price in effect immediately prior thereto shall be adjusted as provided below so that the Conversion Price thereafter shall be equal to the price determined by multiplying (A) the Conversion Price in effect on the record date mentioned below by (B) a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose good faith determination shall be conclusive) as of such record date of the cash, assets, evidences of indebtedness or securities so paid with respect to one share of Common Stock, and the denominator of which shall be the Current Market Price per share of Common Stock on such record date; provided, however, that in the event the then fair market value (as so determined) so paid with respect to one share of Common Stock is equal to or greater than the Current Market Price per share of Common Stock on the record date mentioned above, in lieu of the foregoing proceduresadjustment, if the Series A Preferred Stock is held in global certificate form, the Holder adequate provision shall be made so that each holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect shares of the Series A D Preferred Stock represented by shall have the right to receive the amount and kind of assets, evidences of indebtedness, or securities such holder would have received had such holder converted each such share of Series D Preferred Stock immediately prior to the record date for such dividend. Such adjustment shall be made whenever any such payment is made, and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive the payment. The foregoing notwithstanding, no adjustment shall be made pursuant to this subparagraph (iii) with respect to any particular dividend or other event with respect to which a global stock certificate Payout Election is made. (iv) In case the Corporation shall purchase, redeem or otherwise acquire any shares of Common Stock at a price per share greater than the Current Market Price per share of Common Stock on the date of such event, or in case the Corporation shall purchase, redeem or otherwise acquire other securities convertible into or exchangeable for Common Stock (other than the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock) for a consideration per share of Common Stock into which such security is convertible or exchangeable greater than the per share Current Market Price on the date of such event, then the Conversion Price in effect immediately prior thereto shall be adjusted as provided below so that the Conversion Price therefor shall be equal to the price determined by multiplying (A) the Conversion Price at which shares of Series D Preferred Stock were theretofore convertible by (B) a fraction of which (x) the denominator shall be the Current Market Price per share on the date of such event, and (y) the numerator shall be the Current Market Price per share on the date of such event less the difference between (1) the consideration paid by the Corporation per share of Common Stock (or, in the case of securities convertible into or exchangeable for Common Stock, the consideration per share of Common Stock into which such security is convertible or exchangeable) purchased, redeemed or acquired in such event and (2) the Current Market Price per share on the date of such event. Such adjustment shall be made whenever such Common Stock is issued or sold, and shall become effective immediately after the issuance or sale of such securities. The foregoing notwithstanding, no adjustment shall be made pursuant to this subparagraph (iv) with respect to any particular purchase, redemption or acquisition with respect to which a Payout Election is made. (v) In case the Corporation shall issue or sell any shares of Common Stock at a price per share more than 15% below (or, in the case of any issuance or sale to an affiliate (as defined in the rules of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended) of the Corporation, any amount below) the Current Market Price per share of Common Stock on the date the Corporation commits or agrees to such sale or issuance, then the Conversion Price in effect immediately prior thereto shall be adjusted as provided below so that the Conversion Price therefor shall be equal to the price determined by multiplying (A) the Conversion Price at which shares of Series D Preferred Stock were theretofore convertible by (B) a fraction of which (x) the denominator shall be the sum of (1) the number of shares of Common Stock outstanding on the date of issuance or sale of such shares of Common Stock and (2) the number of additional shares of Common Stock offered for sale or subject to issuance, and (y) the numerator shall be the sum of (1) the number of shares of Common Stock outstanding on the date of issuance or sale of such shares of Common Stock and (2) the number of additional shares of Common Stock which the aggregate offering price of the number of shares of Common Stock so offered or issued would purchase at the Current Market Price per share of Common Stock. Such adjustment shall be made whenever such Common Stock is issued or sold, and shall become effective immediately after the issuance or sale of such securities; provided, however, that the provisions of this subparagraph shall not apply to (1) shares of Common Stock issued upon conver

Optional Conversion. (i) If the Initial Listing has not occurred as Any holder of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares shares of Series A F Preferred StockStock shall have the right, at their its option, may, at any time and from time to time after time, to convert, subject to the terms and provisions of this Section 7, any or all of such date, convert all, but not less than all, of their outstanding Shares holder's shares of Series A F Preferred Stock into the Conversion Amount such number of fully paid and non-assessable shares of Common Shares. Stock as is equal to the product of the number of shares of Series F Preferred Stock being so converted multiplied by the quotient of (i) the Accreted Value divided by (ii) Following the Optional Trigger Dateconversion price of $0.60 per share, Holders subject to adjustment as provided in Section 7(d) below (such price as in clause (ii), the "Conversion Price"). Such conversion right shall be exercised by the surrender of Shares certificate(s) representing the shares of Series A F Preferred Stock may convert some or all of their shares by surrendering to be converted to the Corporation at any time during usual business hours at its principal place of business to be maintained by it (or such other office or at agency of the office Corporation as the Corporation may designate by notice in writing to the holders of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares shares of Series A F Preferred Stock to be convertedStock), accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock holder elects to convert such Shares in accordance with the provisions described in this Section 5(c) shares of Series F Preferred Stock and specifying the name or of names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder of or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(j) below. All certificates representing shares of Series A F Preferred Stock wishes the certificate or certificates, if any, surrendered for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed delivered to the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”)Corporation for cancellation and canceled by it. As promptly as practicable after the Optional Conversion Date with respect to surrender of any Shares shares of Series A F Preferred Stock, the Corporation shall (Asubject to compliance with the applicable provisions of federal and state securities laws) reflect deliver to the issuance holder of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (Bshares so surrendered certificate(s) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable shares of Common SharesStock into which such shares are entitled to be converted and, to the extent funds are legally available therefor, an amount equal to all accrued and unpaid dividends, if then certificatedany, payable with respect to which such shares in accordance with Section 3 above. At the Holder time of Shares the surrender of such Series A Preferred certificate(s), the Person in whose name any certificate(s) for shares of Common Stock shall be entitled. This issuable upon such conversion shall be deemed to have been made at be the close holder of business record of such shares of Common Stock on the Optional Conversion Date so such date, notwithstanding that the rights share register of the Holder of Shares of Series A Preferred Corporation shall then be closed or that the certificates representing such Common Stock as shall not then be actually delivered to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datesuch Person. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

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

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

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares Any holder of Series A D Preferred StockStock shall have the right, at their its option, may, at any time and from time to time after time, to convert, subject to the terms and provisions of this Section 7, any or all of such date, convert all, but not less than all, of their outstanding Shares holder's shares of Series A D Preferred Stock into the Conversion Amount such number of fully paid and non-assessable shares of Common Shares. Stock as is equal to the product of the number of shares of Series D Preferred Stock being so converted multiplied by the quotient of (i) the Liquidation Preference divided by (ii) Following the Optional Trigger Dateconversion price(as defined hereinbelow), Holders subject to adjustment as provided in Section 7(c). Such conversion right shall be exercised by the surrender of Shares certificate(s) representing the shares of Series A D Preferred Stock may convert some or all of their shares by surrendering to be converted to the Corporation at any time during usual business hours at its principal place of business to be maintained by it (or such other office or at agency of the office of its transfer agent, Corporation as the Corporation may be designated designate by notice in writing to the Board of Directors, the certificate or certificates, if any, for the Shares holders of Series A D Preferred Stock to be convertedStock), accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock holder elects to convert such Shares in accordance with the provisions described in this Section 5(c) shares of Series D Preferred Stock and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder of or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(h). All certificates representing shares of Series A D Preferred Stock wishes the certificate or certificates, if any, surrendered for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed delivered to the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”)Corporation for cancellation and canceled by it. As promptly as practicable after the Optional Conversion Date with respect to surrender of any Shares shares of Series A D Preferred Stock, the Corporation shall (Asubject to compliance with the applicable provisions of federal and state securities laws) reflect deliver to the issuance holder of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (Bshares so surrendered certificate(s) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable nonassessable shares of Common Shares, if then certificatedStock into which such shares are entitled to be converted and, to which the Holder extent funds are legally available therefor, an amount equal to the accrued and unpaid dividends payable with respect to such shares in accordance with Section 3 above. At the time of Shares the surrender of such Series A Preferred certificate(s), the Person in whose name any certificate(s) for shares of Common Stock shall be entitled. This issuable upon such conversion shall be deemed to have been made at be the close holder of business record of such shares of Common Stock on the Optional Conversion Date so such date, notwithstanding that the rights share register of the Holder of Shares of Series A Preferred Corporation shall then be closed or that the certificates representing such Common Stock as shall not then be actually delivered to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datesuch Person. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as Any holder of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares shares of Series A F Preferred StockStock shall have the right, at their its option, may, at any time and from time to time after time, to convert, subject to the terms and provisions of this Section 7, any or all of such date, convert all, but not less than all, of their outstanding Shares holder's shares of Series A F Preferred Stock into the Conversion Amount such number of fully paid and non-assessable shares of Common Shares. Stock as is equal to the product of the number of shares of Series F Preferred Stock being so converted multiplied by the quotient of (i) the Accreted Value divided by (ii) Following the Optional Trigger Dateconversion price of $0.60 per share, Holders subject to adjustment as provided in Section 7(d) below (such price as in clause (ii), the "Conversion Price"). Such conversion right shall be exercised by the surrender of Shares certificate(s) representing the shares of Series A F Preferred Stock may convert some or all of their shares by surrendering to be converted to the Corporation at any time during usual business hours at its principal place of business to be maintained by it (or such other office or at agency of the office Corporation as the Corporation may designate by notice in writing to the holders of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares shares of Series A F Preferred Stock to be convertedStock), accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock holder elects to convert such Shares in accordance with the provisions described in this Section 5(c) shares of Series F Preferred Stock and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder of or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(j) below. All certificates representing shares of Series A F Preferred Stock wishes the certificate or certificates, if any, surrendered for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed delivered to the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”)Corporation for cancellation and canceled by it. As promptly as practicable after the Optional Conversion Date with respect to surrender of any Shares shares of Series A F Preferred Stock, the Corporation shall (Asubject to compliance with the applicable provisions of federal and state securities laws) reflect deliver to the issuance holder of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (Bshares so surrendered certificate(s) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable shares of Common SharesStock into which such shares are entitled to be converted and, to the extent funds are legally available therefor, an amount equal to all accrued and unpaid dividends, if then certificatedany, payable with respect to which such shares in accordance with Section 3 above. At the Holder time of Shares the surrender of such Series A Preferred certificate(s), the Person in whose name any certificate(s) for shares of Common Stock shall be entitled. This issuable upon such conversion shall be deemed to have been made at be the close holder of business record of such shares of Common Stock on the Optional Conversion Date so such date, notwithstanding that the rights share register of the Holder of Shares of Series A Preferred Corporation shall then be closed or that the certificates representing such Common Stock as shall not then be actually delivered to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datesuch Person. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If Subject to and upon compliance with the Initial Listing has not occurred as provisions of March __the Agreement, 2020 (the “Optional Trigger Date”), then, holders Holder of Shares of Series A Preferred Stockthis Security is entitled, at their such Holder's option, may, at any time on or before the close of business on June __, 1999, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and from time to time after such date, convert allincluding, but (unless the Company defaults in making the payment due upon redemption) not less than allafter, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date Redemption Date, to convert up to the principal amount of this Security (or any portion of the principal amount hereof which is $100,000 or an integral multiple thereof in excess of $1,000), at the principal amount hereof, or of such portion, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at a conversion price equal to $6.00 in aggregate principal amount of Securities for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Agreement) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company, accompanied by written notice to the Company that the holder hereof elects to convert this Security and the portion hereof to be converted. Accrued and unpaid interest to the date of conversion will be payable by the Company to the Holder. No payment or adjustment is to be made on conversion for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the Agreement. The conversion price is subject to adjustment as provided in the Agreement. In addition, the Agreement provides that in case of certain consolidations or mergers to which the Company is a party or the transfer of substantially all of the assets of the Company, the Agreement shall be amended, without the consent of any holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount of securities, cash or other property received per share by a plurality of non-electing shares). If an Event of Default shall occur and be continuing, the principal of all the Securities and all other amounts due hereunder may be declared due and payable in the manner and with the effect provided in the Agreement. The Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Agreement at any time by the Company and the Agent with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding. The Agreement also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Agreement and certain past defaults under the Agreement and their consequences. Any such consent or waiver by the Holder of Shares this Security shall be conclusive and binding upon such Holder and upon all future Holders of Series A Preferred Stock as this Security and of any security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the shares being converted Agreement and no provision of this Security or of the Agreement shall cease except for alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of the conversion valueprincipal of (and premium, if any) and interest on this Security at the times, place and rate, and in the person entitled coin or currency (i.e., U.S. Dollars), herein prescribed or to receive convert this Security as provided in the Common Shares shall be treated Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for all purposes as having become registration of transfer at the record holder of those Common Shares at that time on that date. (iii) In lieu office or agency of the foregoing proceduresCompany, if duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Series A Preferred Stock is held in global certificate formCompany and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of Shares authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in denominations of Series A Preferred Stock must comply with $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the procedures Agreement and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of DTC Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to convert its beneficial interest cover any tax or other governmental charge payable in respect connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Note Agent and any agent of the Series A Preferred Stock represented Company or the Note Agent may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Note Agent nor any such agent shall be affected by a global stock certificate notice to the contrary. This Security shall be governed by the laws of the Series A Preferred StockState of New York (without reference to choice of law rules). All terms used in this Security which are defined in the Agreement shall have the meanings assigned to them in the Agreement.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at To convert any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common into Ordinary Shares to be issued, if certificated. The converted into ADSs on any date on which the Corporation has received all of the surrendered certificate or certificates, if any(a "Conversion Date"), the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation Holder shall (A) reflect transmit by email, for receipt on or prior to 11:59 p.m., New York Time, on such date, (i) a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the "Conversion Notice") to the Company, (ii) a copy of an executed instrument of transfer in the form attached hereto as Exhibit II (the "Instrument of Transfer") to the Company, and (iii) a copy of an executed letter of transmittal in the form attached hereto as Exhibit III (the "Letter of Transmittal") to the Company and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, Instrument of Transfer, and Letter of Transmittal (the "Share Delivery Date"), the Company shall cause the issuance of the underlying Ordinary Shares and the transfer and deposit of such Ordinary Shares with the Depositary Bank and (X) if legends are not required to be placed on the ADS certificates and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, instruct the Depositary Bank to credit such aggregate number of Common Shares ADSs to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder's or its designee's balance account with DTC through its Deposit Withdrawal and Custodian system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, instruct the Depositary Bank to deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, ADSs to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Debenture is physically surrendered for conversion and the outstanding Principal of Shares this Debenture is greater than the Principal portion of Series A Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares ADSs issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those Common Shares at that time on that datesuch ADSs upon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

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

Optional Conversion. (ia) If Upon and subject to the Initial Listing has not occurred as of March __terms and conditions set out in this Section 5.1, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, mayC Holders shall have the right, at any time and from time to time after such datetime, to convert all, but not less than all, all or any part of their outstanding Series C Preferred Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares that is equal to the number of Series C Preferred Shares to be converted multiplied by the Conversion Rate in effect on the date of conversion. (b) The conversion right provided for in Section 5.1(a) may be exercised by any Series C Holder by delivery of a notice in writing (the “Conversion Notice”), together with the certificate or certificates representing the Series C Preferred Shares in respect of which the Series C Holder wishes to exercise its right of conversion and delivering such certificate or certificates to the Secretary of the Corporation at the Corporation’s registered office. The Conversion Notice shall be signed by such holder or by its duly authorized attorney or agent and shall specify the number of Series C Preferred Shares which the Series C Holder desires to have converted. If less than all the Series C Preferred Shares represented by a certificate or certificates are to be converted, the Series C Holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Series C Preferred Shares represented by the surrendered certificate or certificates that are not to be converted. (c) The share certificates representing any Common Shares issued upon the conversion of Series C Preferred Shares shall be issued at the expense of the Corporation in the name of the registered holder of the Series C Preferred Shares converted or in such name or names as the registered holder may direct in writing. In any case where the Common Shares are to be issued in the name of a person other than the holder of the converted Series C Preferred Shares, if then certificated, to which the Holder transfer form on the back of Shares of such Series A Preferred Stock the certificates in question shall be entitled. This conversion endorsed by the registered holder of the Series C Preferred Shares or its duly authorized attorney or agent. (d) Each Series C Holder who elects to convert its Series C Preferred Shares, in whole or in part (or any other person or persons in whose name or names any certificates representing Common Shares are issued as provided in Section 5.1(c)), shall be deemed to have been made at become the close holder of business on the Optional Conversion Date so that the rights record of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated into which such Series C Preferred Shares are converted, for all purposes purposes, on the date of receipt by the Corporation of a duly completed Conversion Notice and the certificate or certificates representing the Series C Preferred Shares to be converted as having become provided in Section 5.1(b) and, effective as of such date, the record Series C Holder shall cease to be registered as the holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect record of the Series A C Preferred Stock represented by a global stock certificate of the Series A Preferred StockShares so converted.

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

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares Any holder of Series A Preferred StockStock shall have the right, at their its option, may, at any time and from time to time after time, to convert, subject to the terms and provisions of this Section 7, any or all of such date, convert all, but not less than all, of their outstanding Shares holder's shares of Series A Preferred Stock into the Conversion Amount such number of fully paid and non-assessable shares of Common Shares. (ii) Following Stock as is equal to the Optional Trigger Date, Holders product of Shares the number of shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated being so converted multiplied by the Board quotient of Directors(i) the Liquidation Preference divided by (ii) the conversion price of $7.37 per share, subject to adjustment as provided in Section 7(c) (such price, the certificate or certificates, if any, for "Conversion Price"). Such conversion right shall be exercised by the Shares surrender of certificate(s) representing the shares of Series A Preferred Stock to be convertedconverted to the Corporation at any time during usual business hours at its principal place of business to be maintained by it (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of Series A Preferred Stock), accompanied by a written notice stating that the Holder of Shares holder elects to convert such shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder of or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(h). All certificates representing shares of Series A Preferred Stock wishes the certificate or certificates, if any, surrendered for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed delivered to the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”)Corporation for cancellation and canceled by it. As promptly as practicable after the Optional Conversion Date with respect to surrender of any Shares shares of Series A Preferred Stock, the Corporation shall (Asubject to compliance with the applicable provisions of federal and state securities laws) reflect deliver to the issuance holder of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (Bshares so surrendered certificate(s) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable nonassessable shares of Common Shares, if then certificatedStock into which such shares are entitled to be converted and, to which the Holder extent funds are legally available therefor, an amount equal to the accrued and unpaid dividends payable with respect to such shares in accordance with Section 3 above. At the time of Shares the surrender of such Series A Preferred certificate(s), the Person in whose name any certificate(s) for shares of Common Stock shall be entitled. This issuable upon such conversion shall be deemed to have been made at be the close holder of business record of such shares of Common Stock on the Optional Conversion Date so such date, notwithstanding that the rights share register of the Holder of Shares of Series A Preferred Corporation shall then be closed or that the certificates representing such Common Stock as shall not then be actually delivered to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datesuch Person. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (ia) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March __this Section 6, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A each Preferred Stock, at their option, Share may, at the option of a Preferred Shareholder, be converted at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully fully-paid and non-assessable Common Ordinary Shares as is determined by dividing the then applicable Conversion Price, determined as hereinafter provided, in effect at the time of conversion and in accordance with Section 6.01(b) below. Upon such conversion, all preference rights attached to such Preferred Shares shall be automatically terminated, save that no conversion shall prejudice the right of the holder of such Preferred Shares to receive dividends or other distributions accrued on such Preferred Shares but unpaid as at the date of conversion. (b) A Preferred Shareholder who desires to convert its Preferred Shares into Ordinary Shares shall surrender the certificate or certificates therefor, duly endorsed, at the Shanghai office of the Company or any transfer agent for the Preferred Shares, if then certificatedand shall give written notice to the Company at such office that such Preferred Shareholder has elected to convert such Preferred Shares. Such notice shall state the number of Preferred Shares being converted. Thereupon, the Company shall promptly issue and deliver to such Preferred Shareholder at such office a certificate or certificates for the number of Ordinary Shares to which the Holder Preferred Shareholder is entitled and shall promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Ordinary Shares at the fair market value of Shares an Ordinary Share determined by the Board of Directors as of the date of such Series A conversion, any declared and unpaid dividends on the Preferred Stock shall Shares being converted and (ii) in cash at the fair market value of an Ordinary Share determined by the Board of Directors as of the date of conversion the value of any fractional Ordinary Shares to which the Preferred Shareholder would otherwise be entitled. This Such conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of the certificates representing the Preferred Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person entitled to receive the Common Ordinary Shares issuable upon such conversion shall be treated for all purposes as having become the record holder of those Common such Ordinary Shares at that time on that such date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.