Common use of Voluntary Conversion Clause in Contracts

Voluntary Conversion. At any time after the six-month anniversary of the IPO Date until this Debenture is no longer outstanding, the principal amount of this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At Unless otherwise provided in this Debenture, at any time after the six-month anniversary of the IPO Original Issue Date until this Debenture is no longer outstandingoutstanding following such date as the Required Minimum Authorization has occurred , the principal amount of this Debenture shall be convertible, in whole or in part, into shares of Common Stock Shares at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect notify conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted converted, which is due and payable (the “Converted Amount”) and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no The Conversion Date may be the same date as the date of the Conversion Notice; provided that such indicated date is specified in a Trading Day and the Conversion Notice is received by the Company no later than 11:00 a.m. New York City time on the Conversion Date and if either of Conversionthose requirements are not met, the Conversion Date shall be the Trading Day following the date that indicated in such Notice of Conversion. The Converted Amount will reduce the outstanding balance of the Debenture as of the Conversion is deemed delivered hereunderDate. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect notify desired conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in by an amount equal to the applicable conversionamount converted. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s)) and associated issuance of Common Shares. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after During the six-month anniversary occurrence and continuance of the IPO Date an Event of Default and until this Debenture Note is no longer outstanding, in lieu of requiring the principal amount of Company to repay the Note in cash, this Debenture Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d) hereof“Conversion”). The Holder shall effect conversions by delivering to the Company a Notice of ConversionConversion Notice, the form of which is attached hereto as Annex A (each, a “Notice of ConversionConversion Notice”), specifying therein the principal amount of and interest on this Debenture Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered hereunder. No ink-original Conversion Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and in each conversion, the date of such conversion(s)each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Conversion Notice of Conversion within one (1) Business Day of delivery of such Notice of ConversionConversion Notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Date Original Issue Date, until this Debenture is no longer outstanding, the principal amount of this Debenture shall be convertibleconvertible in connection with the Company’s initial public offering of its Ordinary Shares on the Nasdaq Capital Market or Nasdaq Global Market (an “Initial Public Offering”), in whole or in part, into shares of Common Stock Ordinary Shares at the option of the Holder, at any time and from time to time (subject Holder(subject to the conversion limitations set forth in Section 4(d) hereof)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Conversion Amount to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Date until this Debenture is no longer outstanding, the principal amount of this Debenture This Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Note to be converted and accrued interest as of the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after After the six-month anniversary of the IPO Issuance Date and subject to prior prepayment until this Debenture Note is no longer outstanding, and provided that that the principal amount provisions of Rule 144 under the Securities Act so permit, this Debenture Note shall be convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d) hereof“Conversion”). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and in each conversion, the date of such conversion(s)each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after After the six-month anniversary of the IPO Original Issue Date until this Debenture Note is no longer outstanding, and provided that that the provisions of Rule 144 under the Securities Act so permit, this Note shall be convertible (including the principal amount of this Debenture shall be convertibleamount, all outstanding cash interest, Accrued PIK Interest and the success fee specified in Section 3(d)), in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d) hereofa “Conversion”). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereonthereon including Accrued PIK Interest, and success fee has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and in each conversion, the date of such conversion(s)each conversion, and the Conversion Price in effect at the time of each conversion. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of any transfer agent of the Company (the “Transfer Agent”) and the Depository Trust Company (“DTC”)), that may deliver an objection be payable with respect to any Notice of Conversion within one (1) Business Day of the issuance and delivery of such Notice of Common Stock upon any Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note and interest owed under this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Original Issue Date until this Debenture Note is no longer outstanding, the principal amount of this Debenture Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and Section 4(e) hereof). The Holder shall effect conversions Conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Conversion Amount to be converted and the date on which such conversion Conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No Except as required by the Transfer Agent, no ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions Conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, Make-Whole Amounts (as applicable) and other amounts payable in respect of this Note, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to 100% (irrespective of any higher percentage used in calculating the applicable conversionConversion Amount hereunder as set forth in the definition of “Conversion Amount”) of the principal amount of this Note to be converted in such Conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted and the date of such conversion(sConversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Original Issue Date until this Debenture Note is no longer outstanding, this Note, including the principal amount of this Debenture accrued and unpaid interest thereon, shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion, less the amount allocable to the accrued and unpaid interest. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Original Issue Date until this Debenture is no longer outstanding, the principal amount of this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof); provided, however, Purchaser shall be limited to conversions of $50,000 per month under this Debenture, unless the average daily five (5) day trading volume of the Company’s Common Stock on any Trading Market exceeds $100,000 prior to any Notice of Conversion, in which case, these limitations on the monthly conversion amount shall not be applicable thereafter and shall cease to have any effect on any subsequent conversions, except as otherwise provided herein. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion notice without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof. On the Maturity Date, accrued but unpaid interest and other amounts owing in respect thereof, shall be converted into at the Closing Conversion Price or New Conversion Price, as applicable. For clarification purposes, absent an Event of Default as set forth in Section 8(a), the principal amount and accrued and unpaid interest of this Debenture may only be converted into Conversion Shares.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Original Issue Date until this Debenture is no longer outstanding, the principal amount of this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture and any accrued but unpaid interest to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions of the principal amount due hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) and interest amount(s) so converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Date until this Debenture is If no longer outstanding, the principal amount of this Debenture shall be convertible, in whole Next Financing takes place on or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject prior to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company Maturity Date, then all or a Notice portion of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note and all accrued and unpaid interest under this Note shall be convertible at the option of the Holder at any time after the Maturity Date into: (i) that number of shares of the Company’s Series C Preferred Stock at a price of $1.80 per share (as adjusted to reflect subsequent stock dividends, stock splits, combinations or recapitalizations); or (ii) that number of shares of the equity securities issued by the Company in an amount a Non-Qualified Financing at a price per share equal to 75% of the applicable conversionprice per share paid by the other purchasers of the equity securities sold in such Non-Qualified Financing. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of Before the Holder shall be controlling entitled to convert this Note under this Section 3(b), the Holder shall surrender this Note, duly endorsed, at the Company’s principal executive office and determinative in shall give written notice to the absence Company of manifest error. The Holderthe election to convert the same pursuant to this Section 3(b), and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason shall state therein the amount of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may Note to be less than converted and the name or names in which the certificate or certificates for shares are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver to the Holder at such principal executive office a certificate or certificates for the number of shares to which the Holder shall be entitled upon conversion (bearing such legends as are required by the 2012 Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the Company), together with a replacement Note (if any principal amount stated is not converted) and any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described in Section 3(c). The conversion shall be deemed to have been made immediately prior to the close of business on the face hereofdate of the surrender of this Note, and the person entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such shares as of such date.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Date December 1, 2019 until this Debenture is no longer outstanding, the principal amount of this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Date August 31, 2004 until this Debenture there is no longer outstandinga balance outstanding on the Grid Note, principal and interest due on the principal amount of this Debenture Grid Note shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the HolderLender, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d2(c) hereof). The Holder Lender shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A Exhibit B (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture principal and interest of the Grid Note to be converted converted, the date of the advance or advances being satisfied by such conversion, and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Once delivered, the Notice of Conversion shall be requiredirrevocable, nor shall any medallion guarantee (unless provided otherwise by the Company in its sole discretion or other type of guarantee or notarization) of any Notice of Conversion form be requiredas provided in Section 2(d)(iii). To effect conversions hereunder, the Holder Lender shall not be required to physically surrender this Debenture the Grid Note to the Company unless the entire principal amount of this Debenture, the Grid Note plus all accrued and unpaid interest thereon, thereon has been so converted converted. Unless otherwise directed by Lender in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions Conversion Notice, conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture the Grid Note in an amount equal to the applicable conversionconversion and the principal so converted, for purposes of Rule 144 under the Securities Act of 1933, as amended, shall be the earliest unconverted principal advance received by the Company. The Holder Lender and the Company shall maintain records showing the principal amount(samount converted (and interest, if any) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversionconversions by making successive notations on Schedule 1 hereto. In the event of any dispute or discrepancy, the records of the Holder Lender shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Original Issue Date until this Debenture is no longer outstanding, the principal amount of this Debenture (including principal and accrued but unpaid interest on any principal being converted, if any) shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount (and any accrued interest) of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredrequired by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture (and accrued interest thereon, if applicable) in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after After the six-month anniversary of the IPO Original Issue Date until this Debenture Note is no longer outstanding, and provided that that the principal amount provisions of Rule 144 under the Securities Act so permit, this Debenture Note shall be convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Company’s transfer agent the required information and applicable transfer agent fees for the conversion along with Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To r▇▇▇▇▇▇▇.▇▇ effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and in each conversion, the date of such conversion(s)each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within one (1) three Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any approved assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Original Issue Date until this Debenture is no longer outstanding, the principal amount of this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a properly completed Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Debenture Debenture, and any accrued but unpaid interest , to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s 's obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Date until this Debenture is no longer outstanding, the principal amount of this This Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof4(e)); provided that a partial conversion of the principal shall be made in increments of $100,000. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and, if the Holder determines in its sole discretion to convert such accrued and unpaid interest (or a portion thereof), the amount of accrued and unpaid interest thereon to be converted and the date on which such conversion shall be effected effected; provided that a Holder may only convert the portion of the accrued interest that corresponds to the principal being converted (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case or otherwise been repaid to the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery DateHolder. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable principal amount converted in such conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one two (12) Business Day Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any Commencing on the Monthly Redemption Commencement Date, and thereafter from time after the six-month anniversary of the IPO Date to time until this Debenture is no longer outstanding, the principal amount of this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(h) hereofand Section 4(i). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A B (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after After the six-month anniversary of the IPO Original Issue Date until this Debenture Note is no longer outstanding, the principal amount of this Debenture Note shall be convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock Conversion Shares at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Note, and accrued interest, if any, (based upon the amount of the outstanding principal of the Note or the Mandatory Default Amount, as applicable), to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture this, and accrued interest if converted, Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and in each conversion, the date of such conversion(s)each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Original Issue Date until this Debenture Note is no longer outstanding, the principal amount of and all accrued and unpaid interest on this Debenture Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of of, and interest owing on, this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Original Issue Date until this Debenture Note is no longer outstanding, the unpaid principal amount of and then accrued and unpaid interest on this Debenture Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to time; provided, however, that the amount of this Note that is converted shall be no less than $25,000 and the balance on this Note following a conversion limitations set forth in Section 4(d) hereof)shall not be less than $25,000. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering first reducing the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversionconversion and thereafter reducing any accrued and unpaid interest. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Date until time, this Debenture is no longer outstandingAmended Note (including all amounts, the principal amount costs, expenses and liquidated damages due in respect of this Debenture Amended Note) shall be convertible, in whole or in part, into shares of restricted Common Stock (defined as “restricted securities” under Rule 144) at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Amended Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Amended Note to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, Amended Note has been so converted in which case the Holder shall surrender this Debenture Amended Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Amended Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureAmended Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureAmended Note, the unpaid and unconverted principal amount of this Debenture Amended Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after beginning on the six-six month anniversary of the IPO Original Issue Date until this Debenture Note is no longer outstanding, the outstanding principal amount of and unpaid interest on this Debenture Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount and accrued interest of this Debenture Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding accrued and unpaid interest and principal amount of this Debenture Note, with any conversion being first applied to any accrued and unpaid interest, in each case in an amount equal to the applicable conversionamounts so converted into Common Stock. The Holder and the Company shall maintain records showing the accrued and unpaid interest and principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time from and after the six-month anniversary of the IPO Date date that Stockholder Approval is obtained until this Debenture Note is no longer outstanding, the principal amount of this Debenture Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Note and the unpaid accrued interest hereon to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form from be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this Debenture, plus Note and all unpaid accrued and unpaid interest thereon, hereon has been so converted in which case the Holder shall surrender this Debenture Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering reducing (or eliminating, as the case may be) the unpaid accrued interest hereon, and then next the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal and unpaid accrued interest amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Date Original Issue Date, until this Debenture is no longer outstanding, the principal amount of this Debenture shall be convertibleconvertible by the Holder, whether in connection with the Company’s initial public offering of its Ordinary Shares on the Nasdaq Capital Market or Nasdaq Global Market (an “Initial Public Offering”), pursuant to Section 2(e) above or otherwise, in whole or in part, into shares of Common Stock Ordinary Shares at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d) hereof)). In addition, even if this Debenture remains outstanding after April 7, 2023, this Debenture shall be convertible into Ordinary Shares at the option of the Holder (subject to the conversion limitations set forth in Section 4(d)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Conversion Amount to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Date until this Debenture Note is no longer outstanding, all or any portion of the outstanding principal amount of this Debenture Note, plus any accrued and unpaid interest on such amount that is outstanding on the Conversion Date shall be convertible, in whole or in part, into shares of Common Stock at the option of the HolderLender, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d7(d) hereof); provided, however, that until Shareholder Approval is obtained, the Lender shall only be permitted to convert up to $7,000,000, plus any accrued and unpaid interest on such $7,000,000, into shares of Common Stock. The Holder Lender shall effect conversions by delivering to the Company Parent a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Note and accrued interest, if any, to be converted and the date on which such conversion shall be effected (each such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Lender shall not be required to physically surrender this Debenture Note to the Company Parent unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, Note has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder Lender and the Company Parent shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company Parent may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Lender shall be controlling and determinative in the absence of manifest error. The HolderLender, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenturethe Note, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after If neither the six-month anniversary Contemplated IPO nor a Next Financing occurs on or prior to the Maturity Date, then all or a portion of the IPO Date until this Debenture is no longer outstandingoutstanding Principal Amount, the principal amount of this Debenture and all accrued and unpaid Interest, shall be convertible, in whole or in part, into shares of Common Stock convertible at the option of the Holder, Holder at any time and from time after the Maturity Date into: (i) a number of shares of the Company’s Series C Preferred Stock at a price of $1.35 per share (as adjusted to time reflect subsequent stock dividends, stock splits, combinations or recapitalizations); or (subject ii) a number of shares of the equity securities issued by the Company in a Non-Qualified Financing at a price per share equal to seventy five percent (75%) of the conversion limitations set forth price per share paid by the other purchasers of the equity securities sold in Section 4(d) hereof)the Non-Qualified Financing. The Before the Holder shall effect conversions by delivering be entitled to convert this Note under this Section 3(c), the Holder shall surrender this Note, duly endorsed, at the Company’s principal executive office and shall give written notice to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”election to convert the same pursuant to this Section 3(c), specifying and shall state therein the principal amount of this Debenture the unpaid Principal Amount to be converted and the name or names in which the certificate or certificates for shares are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver to the Holder at such principal executive office a certificate or certificates for the number of shares to which the Holder shall be entitled upon such conversion (bearing such legends as are required by the 2014 Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the Company), together with a replacement Note (if any principal amount is not converted) and any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described in Section 3(d) below. The conversion shall be deemed to have been made immediately prior to the close of business on the date on which of the surrender of this Note, and the person entitled to receive the shares issuable upon such conversion shall be effected (treated for all purposes as the record holder of such shares as of such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any Commencing on the Original Issue Date, and thereafter from time after the six-month anniversary of the IPO Date to time until this Debenture is no longer outstanding, the principal amount of this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(h) hereofand Section 4(i). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A B (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Date until this Debenture is no longer outstanding, the principal amount of this Debenture This Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Note to be converted converted, accrued and unpaid interest outstanding under this Note to be converted, and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted converted, the corresponding paydown of interest and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one three (13) Business Day Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Original Issue Date until this Debenture Note is no longer outstanding, the principal amount of this Debenture Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d5(d) hereof); provided, however, that this Note shall not be convertible through and including the six (6)-month anniversary of the Original Issue Date unless an Event of Default has occurred that has not been cured during the relevant cure period, if any, in which event this six (6)-month prohibition against conversion shall not be operative. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount Principal Amount of this Debenture Note and accrued and unpaid Interest thereon to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount Principal Amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case and the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery DateConversion Shares have been delivered. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(sPrincipal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount Principal Amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At (i) During the occurrence and continuance of an Event of Default (an “Event of Default Conversion”) or (ii) subject to confirmation from the NYSE American that shareholder approval will not be required, or to the extent such shareholder approval is required, the Company shall use its commercially reasonable efforts to promptly obtain such approval, and subject to the Beneficial Ownership Limitations (as defined below), at any time after the six-month anniversary date hereof (a “Voluntary Conversion” and, together with an Event of the IPO Date Default Conversion, a “Conversion”) and until this Debenture Note is no longer outstanding, in lieu of requiring the principal amount of Company to repay the Note in cash, this Debenture Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of ConversionConversion Notice, the form of which is attached hereto as Annex A (each, a “Notice of ConversionConversion Notice”), specifying therein the principal amount of and interest on this Debenture Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered hereunder. No ink-original Conversion Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and in each conversion, the date of such conversion(s)each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Conversion Notice of Conversion within one (1) Business Day of delivery of such Notice of ConversionConversion Notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time, and from time after the six-month anniversary of the IPO Date to time, until this Debenture is no longer outstanding, the principal amount of this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after Following the six-six (6) month anniversary of the IPO Date until date hereof, this Debenture is no longer outstanding(including any accrued but unpaid default interest and all other amounts, the principal amount costs, expenses and liquidated damages due in respect of this Debenture Debenture) shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all any accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Original Issue Date until this Debenture Note is no longer outstanding, this Note, and at the principal amount sole option of this Debenture the Holder, all accrued and unpaid interest thereon, shall be convertible, in whole or in part, into shares of Common Stock Ordinary Shares at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Note, plus, at the option of the Holder, any accrued and unpaid interest thereon to be converted converted, and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note (plus, if applicable, any accrued and unpaid interest thereon) in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) (plus, if applicable, any accrued and unpaid interest thereon) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after prior to the six-month anniversary full satisfaction of the IPO Date until outstanding principal balance and unpaid accrued interest under this Debenture, the Holder may elect to convert the unconverted and outstanding principal balance and unpaid accrued interest under this Debenture is no longer outstandinginto Common Shares (the “Voluntary Conversion”). If such conversion occurs prior to or in the absence of a Qualified Financing or Qualified Event, the number of Conversion Shares that the Company issues upon such conversion will equal the quotient (rounded up to the nearest whole share) obtained by dividing (x) the unconverted and outstanding principal amount of balance and unpaid accrued interest under this Debenture shall be convertibleon the date of conversion by (y) the applicable Conversion Price, in whole subject to a floor price of $1.50 per share (the “Floor Price”). In the event a Qualified Financing or in partQualified Event has occurred, into shares of Common Stock at the option of Holder may elect to convert the Holder, Debenture at any time and from time to time following such event, in which case the Conversion Price shall be the lower of (i) 75% of the price at which the Debentures would have been converted at the closing of the Qualified Financing or Qualified Event, as applicable, subject to a valuation cap of $25,000,000 (the conversion limitations set forth “Valuation Cap”), and (ii) a 25% discount to the five (5)-day VWAP of the Common Shares immediately prior to the date of conversion, subject in Section 4(d) hereof)each case to the Floor Price. The Holder shall effect such conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the outstanding principal amount balance and unpaid accrued interest of this Debenture to be converted and the date on which such conversion shall be effected (such dateeffected. The issuance of Conversion Shares pursuant to this Section shall be on, and subject to, the “Conversion Date”)same terms and conditions applicable to the equity securities issued in the Qualified Financing or Qualified Event, as applicable. If no Conversion Date is specified in Notwithstanding the foregoing, following a Notice Qualified Financing or Qualified Event, if the Company’s Common Shares are trading (i) at a 25% premium to the price of Conversionthe Qualified Financing or the listing price of the Qualified Event, the Conversion Date shall be the date that such Notice as applicable, and (ii_ with an aggregate trading volume of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee at least $500,000 for two (or other type of guarantee or notarization2) of any Notice of Conversion form be required. To effect conversions hereunderconsecutive trading days, the Holder shall not be required may elect to physically surrender convert this Debenture to under the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to terms described herein at any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereoftime thereafter.

Voluntary Conversion. At any time after on or before the sixMaturity Date, CIMA may elect in its sole and absolute discretion to convert all unpaid principal and accrued and unpaid interest under the Debenture into Common Stock equal to twenty-month anniversary five percent (25%) of the IPO Date until this Debenture is no longer outstanding, the principal amount of this Debenture shall be convertible, in whole or in part, into fully-diluted outstanding shares of Common Stock of the Company as of December 31, 2019 (the “Conversion”), without taking into account the Warrant issued to CIMA. For the avoidance of doubt, the right to convert the Debenture into Common Stock is an option, to be exercised at the option sole discretion of the Holder, and is not a requirement, nor is the Holder required to elect to convert the Debenture into Common Stock at any specific time and from time to time (subject to following the conversion limitations set forth in Section 4(d) issuance hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion (without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Date until this Debenture is If no longer outstanding, the principal amount of this Debenture shall be convertible, in whole Next Financing takes place on or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject prior to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company Maturity Date, then all or a Notice portion of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note and all accrued and unpaid interest under this Note shall be convertible at the option of the Holder at any time after the Maturity Date into (i) that number of shares of the Company’s Series C Preferred Stock at a price of $1.80 per share (as adjusted to reflect subsequent stock dividends, stock splits, combinations or recapitalizations), or (ii) that number of shares of the equity securities issued by the Company in an amount a Non-Qualified Financing at a price per share equal to 75% of the applicable conversionprice per share paid by the other purchasers of the equity securities sold in the Non-Qualified Financing. The Before Holder shall be entitled to convert this Note under this Section 3(b), the Holder shall surrender this Note, duly endorsed, at the Company’s principal executive office and shall give written notice to the Company of the election to convert the same pursuant to this Section, and shall maintain records showing state therein the amount of the unpaid principal amount(s) amount of this Note to be converted and the date of such conversion(s)name or names in which the certificate or certificates for shares are to be issued. The Company may shall, as soon as practicable thereafter, issue and deliver an objection at Holder at such principal executive office a certificate or certificates for the number of shares to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of which the Holder shall be controlling entitled upon conversion (bearing such legends as are required by the Purchase Agreement and determinative applicable state and federal securities laws in the absence opinion of manifest errorcounsel to the Company), together with a replacement Note (if any principal amount is not converted) and any other securities and property to which Holder is entitled upon such conversion under the terms of this Note, including a check payable to Holder for any cash amounts payable as described in Section 3(c). The Holderconversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note, and any assignee by acceptance the person entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of this Debenture, acknowledge and agree that, by reason such shares as of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereofsuch date.

Voluntary Conversion. At any time beginning one year after the six-month anniversary of the IPO Original Issue Date until this Debenture Note is no longer outstanding, the principal amount of this Debenture Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the HolderHolder (the “Conversion Shares”), at any time and from time to time (subject to the mechanics of conversion limitations and adjustment provisions set forth in Section 4(d) hereof)herein. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Note Schedule showing the principal amount(s) converted and the date of such conversion(s), a copy of which shall be certified by the Company and promptly provided to Holder after each amendment thereto. The Company may deliver an objection to any Notice of Conversion within one one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereofof this Note.

Voluntary Conversion. At any time after the sixearlier of (i) the 6-month anniversary of the IPO Original Issue Date and (ii) the Optional Redemption Notice Date until this Debenture is no longer outstanding, the principal amount of this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.this

Voluntary Conversion. At any time after the six-month anniversary of the IPO Original Issue Date until all amounts due under this Debenture is no longer outstandinghave been paid in full, the this Note (including principal amount of this Debenture and accrued but unpaid interest on any principal being converted, if any) shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount (and any accrued interest) of this Debenture Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredrequired by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture Note to the Company unless the entire principal amount of this DebentureNote, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note (and accrued interest thereon, if applicable) in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one two (12) Business Day Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the IPO Date December 15, 2017 until this Debenture is no longer outstanding, the principal amount of this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted converted, accrued but unpaid interest thereon (whether paid in cash or Interest Conversion Shares) and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.