Common use of Conversion Right Clause in Contracts

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the right, at any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.

Conversion Right. Subject to and upon compliance with the provisions The Holder of this Note, for as long as this Convertible Note is outstanding, the Holder shall have the right, at Holder's option, at any time on or after the date hereof and at its option time, to convert the Conversion Amount (as defined below) all, or, in multiples of $50,000, any part of this Convertible Note into such number of fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below)shall be provided herein. Conversion The holder of this Convertible Note may be made in whole or in part exercise the conversion right by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B giving written notice (the "Notice of ConversionConversion Notice"); provided, that ) to the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% Borrower of the issued exercise of such right and outstanding stating the name or names in which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by the Convertible Note. The number of shares of Common Stock that shall be issuable upon conversion of the Company as Convertible Note shall equal the face amount of the Convertible Note divided by the Conversion Price as defined below and in effect on the date the Conversion Notice is given; provided, however, that in the event that this Convertible Note shall have been partially redeemed, shares of such conversionCommon Stock shall be issued pro rata, rounded to the nearest whole share. 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 be required. Notwithstanding anything herein deemed to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of have been effected on the date on which the final Conversion Notice of is received (the "Conversion is delivered to the CompanyDate"). Partial conversion of this Note resulting in conversion of less than all Within 10 business days after receipt of the Conversion Amount Notice, Borrower shall have issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the effect of lowering address designated in the Conversion Amount outstanding hereunder. The Holder and Notice, a stock certificate or stock certificates of the Company shall maintain records showing Borrower representing the number of shares of Common Stock to which Holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Convertible Note being converted up to and including the Conversion Shares converted and the date of such conversionDate. The Company shall deliver any objection to conversion rights will be governed by the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to and upon compliance with the provisions The Holder of this Note, for as long as this Note is outstanding, the Holder Debenture shall have the right, at Holder's option, at any time on or after the date hereof and at its option time, to convert the Conversion Amount (as defined below) all, or, any part of this Debenture into such number of fully paid and nonassessable shares of Common Stock as provided herein. The Holder of this Debenture may exercise the conversion right by giving written notice (the "Conversion Notice") to the Company of the exercise of such right and stating the name or names in accordance with Section 4(c) at which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by the Debenture. The number of shares of Common Stock that shall be issuable upon conversion of the Debenture shall equal the outstanding Principal Amount of the Debenture divided by the Conversion Rate Price (as defined below). ) and in effect on the date the Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion")is given; provided, however, that in the Holder event that this Debenture shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding have been partially redeemed, shares of Common Stock shall be issued pro rata, rounded to the nearest whole share. Conversion shall be deemed to have been effected on the date the Conversion Notice is received (the "Conversion Date"). In the case of any Debenture called for redemption, the conversion rights will expire at the close of business on the Redemption Date. Within twenty (20) business days after receipt of the Conversion Notice, the Company shall issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the address designated in the Conversion Notice, a stock certificate or stock certificates of the Company as of the date of such conversion. 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing representing the number of shares of Common Stock to which Holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Debenture up to and including the Conversion Shares converted and the date of such conversionDate. The Company shall deliver any objection to conversion rights will be governed by the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the right, at any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note This Warrant may be made in converted as a whole or in part from time to time into shares of Common Stock. To convert this Warrant, the holder hereof or permitted assignees of all rights of the registered owner hereof shall deliver to the Company, at the Warrant Office designated in Section 2.1, (a) a written notice in the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such holder or such permitted assignees of the holder to convert this Warrant in the manner provided in the Subscription Notice and (b) this Warrant. Subject to compliance with Section 3.1(a)(vii), this Warrant shall be deemed to be converted on the date of receipt by delivery to the Company of the Subscription Notice, accompanied by this Warrant, as aforesaid, and such date is referred to herein as the "Conversion Date". Upon such conversion (subject as aforesaid), the Company shall issue and deliver to such holder (without payment of any Exercise Price) a duly executed PDF copy submitted by e-mail (or e-mail attachment) certificate for the full number of the Notice Warrant Shares equal to the quotient obtained by dividing (a) the amount determined by subtracting the aggregate Exercise Price on the Conversion Date for the Warrant Shares purchasable by such holder hereunder from the Current Market Value (as hereinafter defined) for such Warrant Shares on the Conversion Date by (b) the Current Market Value of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares one share of Common Stock on the Conversion Date. The Person in whose name the certificate(s) for Common Stock is to be issued shall be deemed to have become a holder of the Company as of the date record of such conversion. 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date Common Stock on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofDate.

Conversion Right. Subject to the terms and upon compliance with conditions set forth herein and in the provisions Securities, a Holder of this Note, for as long as this Note is outstanding, a Security may convert the Holder shall have the right, principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Shares at any time on or after the date hereof opening of business on the 120th day after the Issue Date and at its option on or prior to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares close of Common Stock in accordance with Section 4(c) business on the seventh Business Day prior to the Stated Maturity Date of the Securities, at the Conversion Rate Ratio then in effect; provided, however, that if such Security is (i) called for redemption pursuant to Article 11, such conversion right shall terminate at the close of business on the seventh Business Day preceding the Redemption Date for such Security or such earlier date as defined belowthe Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such Event of Default is cured and such Security is redeemed) or (ii) submitted or presented for purchase pursuant to Article 13, such conversion right shall terminate at the close of business on the Change of Control Purchase Date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Guarantor shall default in making the Change of Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such Event of Default is cured and such Security is purchased). The initial Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B Ratio (the "Notice Conversion Ratio") is set forth in paragraph [ ] of Conversionthe Securities and is subject to adjustment as provided in this Article 18. Each Holder's right to convert Securities into Shares is subject to the Guarantor's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such Shares (a "Cash Alternative"); provided, however, that if such payment of cash is not permitted pursuant to the provisions of this Indenture or the provisions of any other agreement or instrument to which the Guarantor is a party or by which it is bound or otherwise, the Guarantor shall deliver Shares (and cash in lieu of fractional Shares) in accordance with this Article 18, whether or not the Guarantor has delivered a notice pursuant to Section 18.2 that it has elected to pay a Cash Alternative. The amount of cash to be paid, if the Guarantor elects a Cash Alternative, for each $1,000 in principal amount of a Security upon conversion, shall be equal to the Current Market Price of an ADS on the ninth Trading Day following the Conversion Date, multiplied by the Conversion Ratio in effect on such Trading Day (a "Cash Alternative Payment"). Such payment shall be effected not later than ten Trading Days following the relevant Conversion Date. If the payment has not been effected by such date, the right of the Holder of Securities to receive delivery of Shares shall continue notwithstanding the conditions of this paragraph. If the Guarantor elects to pay a Cash Alternative to any Holder, it shall notify the Trustee and such Holder of such election within three Trading Days after the Conversion Date. Except as otherwise provided in this Section 18.1, the Guarantor may not revoke such election once such notification has been provided. The Guarantor shall not convert pay a Cash Alternative upon the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) conversion of any Notice of Conversion be required. Notwithstanding anything herein Security pursuant to the contraryterms of this Section 18.1 (other than cash in lieu of fractional shares pursuant to Section 18.3), if there has occurred (prior to, on or after, as the case may be, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of Conversion Date or the date on which the final Notice Guarantor delivers its notice electing to pay a Cash Alternative pursuant to Section 18.2) and is continuing an Event of Conversion Default (other than a default in the payment of such Cash Alternative on such Securities); provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such Cash Alternative is delivered paid. The Guarantor shall not deliver a notice electing to, and shall not, directly or indirectly, pay a Cash Alternative at any time any Existing EPIL Indebtedness is outstanding. A Holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection a Security also apply to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofa Security.

Conversion Right. Subject to and upon compliance with the provisions The Holder of this Note, for as long as this Note is outstanding, the Holder Debenture shall have the right, at Holder's option, at any time on or after the date hereof and at its option time, to convert the Conversion Amount (as defined below) all, or, in multiples of $10,000, any part of this Debenture into such number of fully paid and nonassessable shares of Common Stock as provided herein. The Holder of this Debenture may exercise the conversion right by giving written notice (the "Conversion Notice") to Borrower of the exercise of such right and stating the name or names in accordance with Section 4(c) at which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by the Debenture. The number of shares of Common Stock that shall be issuable upon conversion of the Debenture shall equal the outstanding Principal Amount of the Debenture divided by the Conversion Rate Price (as defined below). ) and in effect on the date the Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion")is given; provided, however, that in the Holder event that this Debenture shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding have been partially redeemed, shares of Common Stock of shall be issued pro rata, rounded to the Company as of the date of such conversionnearest whole share. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee deemed to have been effected on the date the Conversion Notice is received (or other type of guarantee or notarization) the "Conversion Date"). In the case of any Notice of Conversion be required. Notwithstanding anything herein to the contraryDebenture called for redemption, the Holder shall not be required to physically surrender this Note to conversion rights will expire at the Company until close of business on the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three Redemption Date. Within twenty (320) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all business days after receipt of the Conversion Amount Notice, Borrower shall have issue and deliver against a signed receipt therefor or by United States registered mail, return receipt requested, to the effect of lowering address designated in the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing Notice, a stock certificate or stock certificates of Borrower representing the number of shares of Common Stock to which Holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Debenture up to and including the Conversion Shares converted and the date of such conversionDate. The Company shall deliver any objection to conversion rights will be governed by the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to and upon compliance with the provisions (a) The Holder of this Note, for as long as this Note is outstanding, the Holder Debenture shall have the ----------------- right, at Holder's option, at any time on or after the date hereof and at its option time, to convert the Conversion Amount (as defined below) all, or, in multiples of $100,000, any part of this Debenture into such number of fully paid and nonassessable shares of Common Stock as provided herein. The Holder of this Debenture may exercise the conversion right by giving written notice (the "Conversion Notice") to Borrower of the exercise of such right and stating the name or names in accordance with Section 4(c) at which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which ________________________________________________________________________________ Page 2 ________________________________________________________________________________ Issuers Initial ________________________________________________________________________________ such certificates shall be delivered. The Conversion Notice shall be accompanied by the Debenture. The number of shares of Common Stock that shall be issuable upon conversion of the Debenture shall equal the face amount of the Debenture divided by the Conversion Rate Price (as defined below). ) and in effect on the date the Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion")is given; provided, however, that in the Holder event that this Debenture shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding have been partially redeemed, shares of Common Stock of shall be issued pro rata, rounded to the Company as of the date of such conversionnearest whole share. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee deemed to have been effected on the date the Conversion Notice is received (or other type of guarantee or notarization) the "Conversion Date"). In the case of any Notice of Conversion be required. Notwithstanding anything herein to the contraryDebenture called for redemption, the Holder shall not be required to physically surrender this Note to conversion rights will expire at the Company until close of business on the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the CompanyRedemption Date. Partial conversion of this Note resulting in conversion of less than all Within 20 business days after receipt of the Conversion Amount Notice, Borrower shall have issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the effect of lowering address designated in the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing Notice, a stock certificate or stock certificates of Borrower representing the number of shares of Common Stock to which Holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Debenture up to and including the Conversion Shares converted and the date of such conversionDate. The Company shall deliver any objection to conversion rights will be governed by the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the The Holder shall have the right, on any calendar day, at any time on or following the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a “Conversion”), by submitting to the Borrower or Xxxxxxxx’s transfer agent a Notice of Conversion (as defined in this Note) by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date (as defined in this Note) prior to 11:59 p.m., New York, New York time; provided, however, that notwithstanding anything to the contrary contained herein, the Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date hereof as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and at its option “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply to convert a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) into fully paid and nonassessable shares by the applicable Conversion Price then in effect on the date specified in the notice of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion, in the form attached hereto as Exhibit B A (the "“Notice of Conversion"”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with the terms of this Note; provided, provided that the Holder shall not convert Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Xxxxxxxx’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of the Principal Amount of this Note to be converted in part for a such conversion. In addition to the beneficial ownership limitations provided in this Note, the sum of the number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock that may be issued under this Note shall be limited to the amount described in Section 4(r) of the Company Purchase Agreement, unless the Shareholder Approval (as of defined in the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee Purchase Agreement) (or other type of guarantee or notarization“Shareholder Approval”) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to obtained by the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.

Conversion Right. Subject to and upon compliance with the provisions terms of this Note, for as long as this Note is outstandingSection 1.1, the Holder shall have the right, right at any time on or after following the date hereof and at its option Issue Date, to convert all or any part of the entire outstanding and unpaid Principal Amount and accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (excluding shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (the “Maximum Share Amount”). The Holder, upon not less than 61 days’ prior written notice to the Borrower, may increase the Maximum Share Amount, provided that the Maximum Share Amount shall never exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the provisions of this Section 1.1 shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the Borrower. The Maximum Share Amount provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1.1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Share Amount provisions contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to any successor holder of this Note. For purposes of this Section 1.1, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) into fully paid and nonassessable shares by the applicable Conversion Price then in effect on the date specified in the notice of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion, in the form attached hereto as Exhibit B A (the "“Notice of Conversion"”), delivered to the Borrower by the Holder in accordance with Section 1.3 below; provided, provided that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee is submitted by facsimile or e-mail (or by other type of guarantee means resulting in, or notarizationreasonably expected to result in, notice) of any Notice of Conversion be required. Notwithstanding anything herein to the contraryBorrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (A) the Principal Amount of this Note to be converted in such conversion, plus (B) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the interest rates provided in this Note to the Conversion Date, plus (C) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (A) and/or (B), plus (D) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.2, 1.3(g), 4.11, and/or 4.12 and/or Article III hereof. Except following an Event of Default, the Holder shall not be required permitted to physically surrender this Note to submit Conversion Notices in any thirty day period, having Conversion Amounts equalling in the Company until the Note is no longer outstandingaggregate, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days excess of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof$500,000.

Conversion Right. Subject to and upon compliance with Maker is currently contemplating a private placement of its Common Stock (the provisions of this Note, for as long as this "Private Placement"). This Note is outstanding, the Holder shall have the right, be convertible at any time on or after prior to the date hereof and Stated Maturity Date (but in no event later than the Stated Maturity Date) at its the option to convert of Holder (the "Conversion Right") into shares of Maker's Common Stock ("Common Stock") at the lowest price per share at which Common Stock is offered or sold in connection with the Private Placement (the "Conversion Price"). If the Conversion Amount (as defined below) into fully paid and nonassessable Right is exercised, the number of shares of Common Stock in accordance with Section 4(c) at that Holder shall be entitled to receive upon exercise of the Conversion Rate Right shall equal the greater of (i) $500,000 divided by the Conversion Price or (ii) the number of shares necessary to give Holder a __% equity interest in Maker on a fully diluted basis as of the Conversion Date (as defined below). The shares of Common Stock acquired upon exercise of the Conversion Right are hereinafter referred to as the "Conversion Shares"). The Conversion Right may be exercised by Holder by giving notice to Maker as provided below under NOTICES stating that Holder is exercising the Conversion Right. The date on which such notice is given to Maker is the "Conversion Date", and all Conversion Shares shall be issued to Holder as of the Conversion Date, with the result that Holder shall be treated as the holder of record of the Conversion Shares on and as of the Conversion Date. Within a period of ten (10) days after the Conversion Date, Maker shall deliver to Holder, at the Place of Payment, a stock certificate, dated the Conversion Date, for the Conversion Shares and a check in payment of all accrued and unpaid interest on this Note, against delivery to Maker by Holder of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail marked canceled (or e-mail attachment) an Affidavit of the Notice of Conversion Loss and Indemnity Agreement in the form attached hereto as Exhibit B (the "Notice of Conversion"duly completed and signed by Holder); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.

Conversion Right. (a) Subject to and upon compliance with the provisions of this NoteArticle VI, for as long as this Note is outstanding, at the option of the Holder shall have the rightthereof, at any time on Note may be converted, in whole, or after the date hereof and at its option to convert the Conversion Amount (as defined below) in part in multiples of Euro 1.00 principal amount, into fully paid and nonassessable shares non-assessable Ordinary Shares issuable upon conversion of Common Stock the Notes (the "Conversion Right"), at the Conversion Price in effect at the Conversion Date, until and including, but not after the close of business on the Stated Maturity, provided that; if (i) such Note or some portion thereof shall have been called for redemption or delivered for repurchase prior to the Stated Maturity and (ii) no default shall have been made in making due provision for the payment of the redemption price or the Mandatory Repurchase Payment or Mandatory Conversion in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion terms of this Indenture, then, with respect to each Note or portion thereof as has been so called for redemption or delivered for repurchase, such Note or portion thereof may be made in whole or in part by delivery so converted until and including, but not after, the close of business on the Business Day prior to the Company Redemption Date or Consummation Date, as applicable, for such Note, unless the Issuer subsequently fails to pay the applicable redemption price or make the Mandatory Repurchase Payment or Mandatory Conversion, as the case may be. For the avoidance of doubt, Notes which have been called for redemption or delivered for repurchase and in respect of which a duly executed PDF copy submitted Conversion Right has been exercised by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); providedaforementioned deadlines, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all converted into Ordinary Shares as promptly as practical following exercise of the Conversion Amount shall have Right, notwithstanding the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofwaiting periods referenced in Section 6.01(b).

Conversion Right. Subject The Holder of this Note shall have the right at Holder's sole option, at any time after the date which is thirty (30) days prior to and upon compliance the Original Due Date, or at any time during any extension of maturity provided by Lender in accordance with the provisions first paragraph of this Note, for as long as to convert all or, in multiples of $5,000, any part of this Note is outstanding, the Holder shall have the right, at any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) into such number of fully paid and nonassessable shares of common stock, $.001 par value, of the Company (the "Common Stock") as shall be provided herein. The Holder may exercise the conversion right by giving written notice (the "Conversion Notice") to Borrower of the exercise of such right and stating the name or names in which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by a duly executed assignment of the portion of the Note that Holder desires to convert. The number of shares of Common Stock that shall be issuable upon conversion of the Note or any portion thereof shall equal the face amount of the Note or portion thereof divided by the Conversion Price as defined below and in effect on the date the Conversion Notice is given. Conversion shall be deemed to have been effected on the date the Conversion Notice is given (the "Conversion Date"). Within ten (10) business days after receipt of the Conversion Notice, Borrower shall issue and deliver by hand against a signed receipt therefor or by United States registered mail return receipt requested, to the address designated in the Conversion Notice, a stock certificate or stock certificates of Borrower representing the number of shares of Common Stock to which Holder is entitled and (if applicable) a check or cash in payment of all interest accrued and unpaid on the Note up to and including the Conversion Date unless Holder elects to apply such interest to the Conversion Price in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and conversion rights will be governed by the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to and upon compliance with the provisions terms of this Note, for as long as this Note is outstandingSection 1.1, the Holder shall have the right, right at any time on or after following the date hereof and at its option Issue Date, to convert all or any part of the entire outstanding and unpaid Principal Amount and accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (excluding shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (the “Maximum Share Amount”). The Holder, upon not less than 61 days’ prior written notice to the Borrower, may increase the Maximum Share Amount, provided that the Maximum Share Amount shall never exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the provisions of this Section 1.1 shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the Borrower. The Maximum Share Amount provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1.1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Share Amount provisions contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to any successor holder of this Note. For purposes of this Section 1.1, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) into fully paid and nonassessable shares by the applicable Conversion Price then in effect on the date specified in the notice of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion, in the form attached hereto as Exhibit B A (the "“Notice of Conversion"”), delivered to the Borrower by the Holder in accordance with Section 1.3 below; provided, provided that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee is submitted by facsimile or e-mail (or by other type of guarantee means resulting in, or notarizationreasonably expected to result in, notice) of any Notice of Conversion be required. Notwithstanding anything herein to the contraryBorrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (A) the Principal Amount of this Note to be converted in such conversion, plus (B) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the interest rates provided in this Note to the Conversion Date, plus (C) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (A) and/or (B), plus (D) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.2, 1.3(g), 4.11, and/or 4.12 and/or Article III hereof. Except following an Event of Default, the Holder shall not be required permitted to physically surrender this Note to submit Conversion Notices in any thirty day period, having Conversion Amounts equalling in the Company until the Note is no longer outstandingaggregate, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days excess of the date on which the final Notice of Conversion is delivered to the Company$500,000. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.​ ​ ​ ​ ​

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the The Holder shall have the right, at any time on or after following the date hereof and at its option that an Event of Default (as defined in this Note) occurs under this Note, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a “Conversion”); provided, however, that notwithstanding anything to the contrary contained herein, the Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply to a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) into fully paid and nonassessable shares by the applicable Conversion Price then in effect on the date specified in the notice of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion, in the form attached hereto as Exhibit B A (the "“Notice of Conversion"”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided, provided that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Company. Partial Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion of this Note resulting in conversion of less than all of date (the “Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunderDate”). The Holder and the Company shall maintain records showing the number of term “Conversion Shares converted and the date of such conversion. The Company shall deliver Amount” means, with respect to any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance conversion of this Note, acknowledge and agree that, by reason the sum of (1) the provisions Principal Amount of this paragraphNote to be converted in such conversion plus (2) at the Holder’s option, following accrued and unpaid interest, if any, on such Principal Amount at the conversion of a portion of Interest Rate to the NoteConversion Date, plus (3) at the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated Holder’s option, Default Interest, if any, on the face hereofamounts referred to in the immediately preceding clauses (1) and/or (2).

Conversion Right. Subject The Holder of this Note shall have the right at Holder's sole option, at any time after the date which is thirty (30) days prior to and upon compliance the Original Due Date, or at any time during any extension of maturity provided by Xxxxxx in accordance with the provisions first paragraph of this Note, for as long as to convert all or, in multiples of $5,000, any part of this Note is outstanding, the Holder shall have the right, at any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) into such number of fully paid and nonassessable shares of common stock, $.001 par value, of the Company (the "Common Stock") as shall be provided herein. The Holder may exercise the conversion right by giving written notice (the "Conversion Notice") to Borrower of the exercise of such right and stating the name or names in which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by a duly executed assignment of the portion of the Note that Holder desires to convert. The number of shares of Common Stock that shall be issuable upon conversion of the Note or any portion thereof shall equal the face amount of the Note or portion thereof divided by the Conversion Price as defined below and in effect on the date the Conversion Notice is given. Conversion shall be deemed to have been effected on the date the Conversion Notice is given (the "Conversion Date"). Within ten (10) business days after receipt of the Conversion Notice, Borrower shall issue and deliver by hand against a signed receipt therefor or by United States registered mail return receipt requested, to the address designated in the Conversion Notice, a stock certificate or stock certificates of Borrower representing the number of shares of Common Stock to which Holder is entitled and (if applicable) a check or cash in payment of all interest accrued and unpaid on the Note up to and including the Conversion Date unless Holder elects to apply such interest to the Conversion Price in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and conversion rights will be governed by the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the right, at At any time on or after the date hereof and at its prior to the Maturity Date while this Note remains outstanding, Lender shall have the option to convert all or any portion of the Conversion Amount (as defined below) outstanding and unpaid principal and accrued interest on this Note into unrestricted, fully paid and nonassessable shares of Common Stock in accordance with this Section 4(c) at the Conversion Rate (6 calculated as defined below)follows. Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a The number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 6 shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”). The Parent shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Parent shall round such fraction of a share of Common Stock up to the nearest whole share. The Parent shall pay any and all transfer, stamp and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company as transfer agent of the date Parent) that may be payable with respect to the issuance and delivery of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) Common Stock upon conversion of any Notice of Conversion be requiredAmount. Notwithstanding anything herein In connection with a conversion pursuant to this Section 6, the Lender shall deliver to the contrary, the Holder shall not be required to physically surrender Parent or its transfer agent this Note duly endorsed, or a notice that this Note has been lost, stolen, or destroyed and an agreement reasonably satisfactory to the Company until Parent to indemnify the Note is no longer outstandingParent from any loss incurred by it in connection with the loss, in which casetheft, the Holder shall surrender or destruction of this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the CompanyNote. Partial Upon conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder accordance with this Section 6, and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection subject to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance Parent of this Note, acknowledge or the notice and agree thatindemnification agreement in lieu thereof, by reason the Parent shall promptly issue and deliver to the Lender a certificate or certificates for the shares of Common Stock to be issued upon conversion of this Note (the “Conversion Shares”) to which the Lender shall be entitled, and, if the Lender has not converted the entire available Conversion Amount, shall cause Borrower to deliver a new convertible promissory note in the same form as the Note for the remaining outstanding amount. The Lender shall be treated for all purposes as the record holder of such Conversion Shares as of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofTime.

Conversion Right. Subject to and upon compliance with (i) If the provisions Borrower commits a default in payment of this Noteany two consecutive installments of principal amounts of the Facility or Interest thereon or any combination thereof, for as long as this Note is outstandingthen, the Holder Lender shall have the right, at any time on or after right to convert (“the date hereof and Conversion Right”) at its option to convert the Conversion Amount (as defined below) whole or part of the defaulted amount of the Facility into fully paid and nonassessable paid-up equity shares of Common Stock the Borrower, at par, in accordance with Section 4(c) the manner specified in a notice in writing of at least 15 days to be given by the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery Lender to the Company of a duly executed PDF copy submitted by e-mail Borrower (or e-mail attachment) of which notice is hereinafter referred to as the Notice of Conversion in the form attached hereto as Exhibit B (the "“Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. 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 be required. Notwithstanding anything herein prior to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final conversion is to take effect, which date shall to specified in the said notice (the “Date of Conversion”); (ii) On receipt of Notice of Conversion is delivered Conversion, the Borrower shall allot and Issue the requisite number of fully paid-up equity shares to the Company. Partial conversion Lender as from the Date of this Note resulting Conversion and the Lender shall accept the same in conversion of less than all satisfaction of the Conversion Amount shall have principal amount of the effect of lowering Facility to the Conversion Amount outstanding hereunderextent so converted. The Holder part of the Facility so converted shall cease to carry interest as from the Date of Conversion and the Company Facility shall maintain records showing stand correspondingly reduced. Upon such conversion, the number installments of the Facility payable after the Date of Conversion Shares converted and as per the date Amortisation Schedule set forth in Schedule II hereto shall stand reduced proportionately by the amounts of such conversionthe Facility so converted. The Company shall deliver any objection equity shares so allotted and issued to the Notice Lender shall carry, from the Date of Conversion within one (1) Business Day of receipt of such notice. The Holder Conversion, the right to receive proportionately the dividends and any assignee, by acceptance of this Note, acknowledge and agree that, by reason other distributions declared or to be declared in respect of the provisions of this paragraph, following the conversion of a portion equity capital of the Note, the number of Borrower; (iii) The Conversion Shares available for conversion hereunder at any given time Right may be less than exercised by the amount stated Lender on one or more occasions during the face hereof.currency of the Facility;

Conversion Right. (i) Subject to and upon compliance with the provisions of this NoteSection 1.7, for as long as this Note is outstanding, at the Holder shall have the right, option of each Lender at any time on or after before the Maturity Date or such later date hereof upon which all obligations under a Convertible Term Note have not been satisfied by the Company), the unpaid principal balance and at its option to convert the Conversion Amount (as defined below) any accrued but unpaid interest of a Convertible Term Note or any portion thereof may be converted into fully fully-paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by enon-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding assessable shares of Common Stock of the Company as (the "Conversion Shares"), at a conversion price per share (the "Conversion Price") equal to (i) $1.75 per share if the Convertible Term Note being converted is dated on or before September 8, 1997 and (ii) $2.00 per share if the Convertible Term Note being converted is dated after September 8, 1997. Notwithstanding the foregoing or anything else to the contrary contained herein, however, if at any time on or before November 3, 1997, the Company issues a note, debenture or other debt instrument convertible into the Common Stock of the date of such conversion. No ink-original Notice of Conversion shall be requiredCompany, nor shall any medallion guarantee (or issues a warrant, option or other type of guarantee instrument or notarization) of any Notice of Conversion be required. Notwithstanding anything herein agreement giving the holder the right to purchase the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days common stock of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and , the Company shall maintain records showing notify each Lender of all material terms thereof, and then at the number option of each Lender, from and after the time of any such issuance, the Conversion Shares converted and Price for such Lender's Convertible Term Note in this Agreement shall be either (x) the date of Conversion Price set forth in this Section 1.7(a)(i) or (y) the conversion price or exercise price set forth in any such conversiondebenture, note, instrument, warrant, option or agreement. The Company shall deliver be required to provide at least ten (10) days prior written notice to all holders of Convertible Term Notes of any objection intention by the Company to the Notice of Conversion within one repay (1whether through a scheduled payment or prepayment) Business Day of receipt all or any portion of such noticeConvertible Term Notes. The Holder and any assigneeIf the Company has not received a Conversion Notice from a holder of a Convertible Term Note (as provided in Section 1.7(a)(ii) with respect to such repayment by the Company prior to repayment of such amount in cash on such date, by acceptance of this Note, acknowledge and agree that, by reason the right of the provisions holder of this paragraph, following the conversion of a portion such Convertible Term Note to receive any such amount in Conversion Shares shall expire as of the Note, the number time of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofsuch receipt.

Conversion Right. Subject to and upon compliance with the provisions The Holder of this Note, for as long as this Convertible Note is outstanding, the Holder shall have the ----------------- right, at Holder's option, at any time on or after the date hereof and at its option time, to convert the Conversion Amount (as defined below) all, or, in multiples of $50,000, any part of this Convertible Note into such number of fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below)shall be provided herein. Conversion The holder of this Convertible Note may be made in whole or in part exercise the conversion right by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B giving written notice (the "Notice of ConversionConversion Notice"); provided, that ) to the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% Borrower of the issued exercise of such right and outstanding stating the name or names in which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by the Convertible Note. The number of shares of Common Stock that shall be issuable upon conversion of the Company as Convertible Note shall equal the face amount of the Convertible Note divided by the Conversion Price as defined below and in effect on the date the Conversion Notice is given; provided, however, that in the event that this Convertible Note shall have been partially redeemed, shares of such conversionCommon Stock shall be issued pro rata, rounded to the nearest whole share. 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 be required. Notwithstanding anything herein deemed to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of have been effected on the date on which the final Conversion Notice of is received (the "Conversion is delivered to the CompanyDate"). Partial conversion of this Note resulting in conversion of less than all Within 10 business days after receipt of the Conversion Amount Notice, Borrower shall have issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the effect of lowering address designated in the Conversion Amount outstanding hereunder. The Holder and Notice, a stock certificate or stock certificates of the Company shall maintain records showing Borrower representing the number of shares of Common Stock to which Holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Convertible Note being converted up to and including the Conversion Shares converted and the date of such conversionDate. The Company shall deliver any objection to conversion rights will be governed by the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the right, at any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note This Warrant may be made in converted as a whole or in part from time to time into shares of Common Stock. To convert this Warrant, the holder hereof or permitted assignees of all rights of the registered owner hereof shall deliver to the Company, at the Warrant Office designated in Section 2.1, (a) a written notice in the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such holder or such permitted assignees of the holder to convert this Warrant in the manner provided in the Subscript ion Notice and (1,) this Warrant. Subject to compliance with Section 3. 1(a)(vii), this Warrant shall be deemed to be converted on the date of receipt by delivery to the Company of the Subscription Notice, accompanied by this Warrant, as aforesaid, and such date is referred to herein as the "Conversion Date". Upon such conversion (subject as aforesaid), the Company shall issue and deliver to such holder (without payment of any Exercise Price) a duly executed PDF copy submitted by e-mail (or e-mail attachment) certificate for the full number of the Notice Warrant Shares equal to the quotient obtained by dividing (a) the amount determined by subtracting the aggregate Exercise Price on the Conversion Date for the Warrant Shares purchasable by such holder hereunder from the Current Market Value (as hereinafter defined) for such Warrant Shares on the Conversion Date by (b) the Current Market Value of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares one share of Common Stock on the Conversion Date. The Person in whose name the certificate(s) for Common Stock is to be issued shall be deemed to have become a holder of the Company as of the date record of such conversion. 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date Common Stock on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofDate.

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the right, at any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.. ​

Conversion Right. Subject Upon the occurrence of a Trigger Event, if the holder of the “C” Preference Shares elects not to and upon compliance with exercise its “C” Preference Share Redemption right, then the provisions holder of this Note, for as long as this Note is outstanding, the Holder “C” Preference Shares shall have the right, at any time on or after right (but not the date hereof and at its option obligation) to convert the Conversion Amount (as defined below) its issued and outstanding “C” Preference Shares into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion shares of Ordinary Shares that are less than 5% equal to ten per cent. (10%) of all the issued and outstanding shares Ordinary Shares (on a fully diluted basis) as of Common Stock such time (collectively, the “Preferred C Share Conversion”). Upon the occurrence of the Company as Preferred C Share Conversion, the holder of the date “C” Preference Shares shall forfeit all of its rights to the accrued and unpaid “C” Preferred Dividends associated with the converted “C” Preference Shares. The holder of the “C” Preference Shares shall exercise such conversion right by delivering written notice of exercise to the Company within fifteen (15) days following receipt by the holder of the “C” Preference Shares of written notice of such conversionTrigger Event from the Company. No ink-original Notice Such notice of Conversion shall exercise may be requiredexpressly made conditional upon the occurrence of such Trigger Event. For the avoidance of doubt, nor shall any medallion guarantee (or other type if the holder of guarantee or notarization) the “C” Preference Shares does not exercise its conversion right upon the occurrence of any Notice a Trigger Event, then it will continue to have a conversion right with respect to its “C” Preference Shares upon the occurrence of Conversion be requiredeach and every subsequent Trigger Event, if and as applicable. Notwithstanding anything herein in these Articles to the contrary, if the Holder holder of the “C” Preference Shares exercises its right of conversion in accordance with this Article 6(C), then, notwithstanding the timing of such exercise, the Preferred C Share Conversion shall not be required deemed to physically surrender this Note have occurred immediately prior to the Company until applicable Trigger Event for all purposes (including the Note is no longer outstanding, distribution of applicable proceeds to all holders of Ordinary Shares in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of connection with such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofTrigger Event).

Conversion Right. Subject to and upon compliance with the provisions (a) The Holder of this Note, for as long as this Note is outstanding, the Holder Debenture shall have the right, at Holder's option, at any time on or after the date hereof and at its option time, to convert all, or, in multiples of $100,000, any part of the Conversion Amount (as defined below) Debenture into such number of fully paid and nonassessable shares of Common Stock as provided herein. The Holder of this Debenture may exercise the conversion right by giving written notice (the "Conversion Notice") to Borrower of the exercise of such right and stating the name or names in accordance with Section 4(c) at which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by the Debenture. The number of shares of Common Stock that shall be issuable upon conversion of the Debenture shall equal the face amount of the Debenture divided by the Conversion Rate Price (as defined below). ) and in effect on the date the Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion")is given; provided, however, that in the Holder event that this Debenture shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding have been partially redeemed, shares of Common Stock of shall be issued pro rata, rounded to the Company as of the date of such conversionnearest whole share. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee deemed to have been effected on the date the Conversion Notice is received (or other type of guarantee or notarization) the "Conversion Date"). In the case of any Notice of Conversion be required. Notwithstanding anything herein to the contraryDebenture called for redemption, the Holder shall not be required to physically surrender this Note to conversion rights will expire at the Company until close of business on the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the CompanyRedemption Date. Partial conversion of this Note resulting in conversion of less than all Within 20 business days after receipt of the Conversion Amount Notice, Borrower shall have issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the effect of lowering address designated in the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing Notice, a stock certificate or stock certificates of Borrower representing the number of shares of Common Stock to which Holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Debenture up to and including the Conversion Shares converted and the date of such conversionDate. The Company shall deliver any objection to conversion rights will be governed by the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to and upon compliance with the provisions of this NoteArticle VI, for as long as this Note is outstanding, at the option of the Holder shall have the rightthereof, at any time on Note may be converted, in whole, or after the date hereof and at its option to convert the Conversion Amount (as defined below) in part in multiples of Euro 1.00 principal amount, into fully paid and nonassessable shares non-assessable Ordinary Shares issuable upon conversion of Common Stock the Notes (the "Conversion Right"), at the Conversion Price in effect at the Conversion Date, until and including, but not after the close of business on the Stated Maturity, unless such Note or some portion thereof shall have been called for redemption or delivered for repurchase prior to the Stated Maturity and no default is made in making due provision for the payment of the redemption price or the Mandatory Repurchase Payment or Mandatory Conversion in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) terms of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstandingIndenture, in which case, with respect to each Note or portion thereof as has been so called for redemption or delivered for repurchase, such Note or portion thereof may be so converted until and including, but not after, the Holder shall surrender this Note close of business on the Business Day prior to the Company Redemption Date or Consummation Date, as applicable, for cancellation within three (3) Trading Days such Note, unless the Issuer subsequently fails to pay the applicable redemption price or make the Mandatory Repurchase Payment or Mandatory Conversion, as the case may be. For the avoidance of doubt, Notes which have been called for redemption or delivered for repurchase and in respect of which a Conversion Right has been exercised by the aforementioned deadlines, shall be converted into Ordinary Shares as promptly as practicable following exercise of the date Conversion Right, notwithstanding the waiting periods referenced in Section 6.01(b) in the Indenture. The Issuer shall be required to honor and accommodate Conversion Notices (i) at least once every calendar month (or portion thereof, in the case of that month which contains the Issue Date) (each, an "Initial Conversion Period") in the one-year period commencing on the Issue Date, provided that Conversion Notices delivered to the Issuer on or prior to the last Business Day of each month and with respect to which the Conversion Notice Date has occurred within such Initial Conversion Period) need be honored by the end of the following month (with any Conversion Notices delivered thereafter or delivered during such Initial Conversion Period but in respect of which the Conversion Notice Date has occurred after the end of the relevant Initial Conversion Period, to be honored by the end of the immediately following month), and (ii) at least once every calendar quarter, on and after the first anniversary of the Issue Date (each, a "Subsequent Conversion Period"), provided that Conversion Notices delivered to the Issuer on or prior to the last Business Day of that calendar quarter's end and with respect to which the Conversion Notice Date has occurred on such Subsequent Conversion Period need be honored by the end of the first month of the following quarter. Notwithstanding the foregoing, the Issuer shall be required to honor and accommodate, as promptly as practicable following receipt of one or more Conversion Notices in any given Initial or Subsequent Conversion Period, received from one or more Holders, relating to 10% or more of the aggregate Principal Amount of Initial Notes originally issued, and in any event during the month following the Conversion Notice Date relating to the last of the Conversion Notices so received. To satisfy its obligations pursuant to Section 6.01(b) of the Indenture, the Issuer shall be required to take all actions, including without limitation the preparation and filing of one or more Spanish listing prospectuses, to give effect to Conversion Notices received and to cause the listing of Ordinary Shares on the Nuevo Mercado (or if the Ordinary Shares shall not at the relevant tixx xx xuoted or listed thereon, on the principal securities exchange or interdealer quotation system on which the final Notice of Ordinary Shares are then listed or quoted). To exercise its Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the NoteRight, the number holder of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.Definitive Registered Notes must:

Conversion Right. Subject to and upon compliance with the provisions of Notwithstanding any other terms in this Note, for as long as this Note is outstanding, the Holder shall have the right, right at any time on or after the date hereof and at its option Issue Date to convert all or any part of the Conversion entire outstanding and unpaid Principal Amount (as defined below) and accrued and unpaid interest of this Note into fully paid and nonassessable non-assessable shares of Common Stock, as such Common Stock in accordance with Section 4(c) exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Rate Price determined as provided herein (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, however, that in no event shall the Holder shall not be entitled to convert the any portion of this Note in part for a excess of that portion of this Note upon conversion of which the sum of (1) the number of Conversion Shares that are less shares of Common Stock beneficially owned by the Holder and its affiliates (excluding shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 54.99% of the issued and outstanding shares of Common Stock (the "Maximum Share Amount"). The Holder, upon not less than 61 days' prior written notice to the Borrower, may increase the Maximum Share Amount, provided that the Maximum Share Amount shall never exceed 9.99% of the Company as number of the date shares of such conversion. 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 be required. Notwithstanding anything herein Common Stock outstanding immediately after giving effect to the contrary, issuance of shares of Common Stock upon conversion of this Note held by the Holder and the provisions of this Section 1.1 shall continue to apply. Any such increase will not be required to physically surrender this Note to the Company effective until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion 61st day after such notice is delivered to the CompanyBorrower. Partial conversion The Maximum Share Amount provisions of this Note resulting paragraph shall be construed and implemented in conversion a manner otherwise than in strict conformity with the terms of less than all of this Section 1.1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the Conversion intended Maximum Share Amount shall have the provisions contained herein or to make changes or supplements necessary or desirable to properly give effect of lowering the Conversion Amount outstanding hereunderto such limitation. The Holder and the Company limitations contained in this paragraph shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver apply to any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance successor holder of this Note. For purposes of this Section 1.1, acknowledge and agree that, by reason beneficial ownership shall be determined in accordance with Section 13(d) of the provisions Securities Exchange Act of this paragraph1934, following as amended (the conversion of a portion of the Note"Exchange Act"), the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.and Regulations

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the The Holder shall have the rightright from time to time, and at any time commencing on or after the Issue Date and ending on the later of: (i) the Maturity Date and (ii) such later date hereof and at its option as this Debenture has been paid in full, each in respect of the remaining outstanding principal amount of this Debenture to convert all or any part of the outstanding and unpaid principal amount of this Debenture into [●] fully paid and non- assessable shares of Common Stock, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined herein) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Debenture in excess of that portion of this Debenture upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Debentures or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Debenture with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Debenture shall be determined by dividing the Conversion Amount (as defined below) into fully paid and nonassessable shares by the applicable Conversion Price then in effect on the date specified in the notice of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion, in the form attached hereto as Exhibit B A (the "“Notice of Conversion"”), delivered to the Borrower by the Holder in accordance with Section 1.5 below; provided, provided that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the CompanyBorrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). Partial The term “Conversion Amount” means, with respect to any conversion of this Note resulting in conversion Debenture, the sum of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance the principal amount of this NoteDebenture to be converted in such conversion plus (2) accrued and unpaid interest, acknowledge and agree thatif any, by reason of on such principal amount at the provisions of interest rates provided in this paragraphDebenture to the Conversion Date, following the conversion of a portion of the Noteplus (3)Default Interest, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated if any, on the face amounts referred to in the immediately preceding clauses (1) and/or (2) plus (3) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 and 1.5(g) hereof.

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the right, at (a) At any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) hereof, this Debenture shall be convertible into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at a conversion price equal to $0.20 per share subject to adjustment for reverse and forward stock splits the Conversion Rate (as defined below). Conversion like after the date of issuance of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B Debenture (the "Notice of Conversion"“Conversion Price”); provided, however, this Debenture shall only be convertible to the extent that the Holder shall Payee’s beneficial ownership of common stock does not convert the Note in part for a number of Conversion Shares that are less than 5exceed 4.99% of the issued and outstanding shares of Common Stock common stock of the Company then outstanding. 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 conversion. 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 be requiredis deemed delivered hereunder. Notwithstanding anything herein to the contraryTo effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company until unless the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion entire principal amount of this Note resulting in conversion of less than Debenture, plus all of the Conversion Amount accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the Conversion Amount outstanding hereunderprincipal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the number of Conversion Shares principal amount(s) converted and the date of such conversionconversion(s). The Company shall may deliver any an objection to the any Notice of Conversion within one (1) Business Day of receipt delivery of such noticeNotice 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 Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Notethis Debenture, the number unpaid and unconverted principal amount of Conversion Shares available for conversion hereunder at any given time this Debenture may be less than the amount stated on the face hereof.

Conversion Right. Subject to and upon compliance with the ----------------- provisions of this NoteSection 5, for as long as this Note is outstanding, the Holder a holder of 8% Convertible Preference Shares shall have the right, at his, her or its option, at any time prior to the close of business on or after the fifth Business Day prior to the date hereof and at its option fixed for redemption of such shares as herein provided, to convert all or any part of such shares into the Conversion Amount (as defined below) into number of fully paid and nonassessable non-assessable Common Shares obtained by dividing the aggregate Liquidation Preference of such shares by the Conversion Price (as in effect at the time and on the date provided for in the last paragraph of this subsection 5(a)). In the event the shares of 8% Convertible Preference Shares are called for redemption pursuant to Section 6, the right of conversion provided herein shall terminate at the close of business on the fifth Business Day prior to the date fixed for redemption unless the Company shall default in making the payment due upon redemption thereof. In order to exercise such conversion right, the holder of each 8% Convertible Preference Share to be converted shall surrender the certificate representing such share, duly endorsed or assigned to the Company or in blank, at the office of the Transfer Agent, accompanied by written notice to the Company that the holder thereof elects to convert such 8% Convertible Preference Shares. Unless the Common Stock Shares issuable on conversion are to be issued in the same name as the name in which such 8% Convertible Preference Share is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder or such holder s duly authorized attorney and an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Company demonstrating that such taxes have been paid). Holders of 8% Convertible Preference Shares at the close of business on a dividend payment record date shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the conversion thereof following such dividend payment record date on or prior to such Dividend Payment Date. As promptly as practicable after the surrender of certificates for 8% Convertible Preference Shares as aforesaid, the Company shall issue and shall deliver at such office to such holder, or on his or her written order, a certificate or certificates for the number of full Common Shares issuable upon the conversion of such shares in accordance with provisions of this Section 4(c) at the Conversion Rate (5, and any fractional interest in respect of a Common Share arising upon such conversion shall be settled as defined belowprovided in subsection 5(b). Conversion Upon the conversion of any 8% Convertible Preference Shares as provided in this subsection 5(a), the holder of each 8% Convertible Preference Share converted also shall be entitled to receive an amount, in cash Dollars, equal to all dividends (whether or not authorized or declared) accumulated and unpaid on each share of 8% Convertible Preference Share converted by such holder, including dividends accrued pursuant to subsection 3(d) as a result of a Dividend Arrearage, up to and including the effective date of conversion as provided in the last paragraph of this Note may subsection 5(a). Such cash amount shall be made in whole or in part by delivery paid to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) holder of the Notice of Conversion in 8% Convertible Preference Shares to which such dividends relate on or before the form attached hereto as Exhibit B (fifth Business Day after the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the effective date of such conversion. No ink-original Notice of Conversion Each conversion shall be required, nor shall any medallion guarantee (or other type deemed to have been effected immediately following the close of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of business on the date on which the final Notice certificates for 8% Convertible Preference Shares shall have been surrendered and such notice received by the Company as aforesaid, and the person or persons in whose name or names any certificate or certificates for Common Shares shall be issuable upon such conversion shall be deemed to have become the holder or holders of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all record of the Conversion Amount shares represented thereby at such time on such date and such conversion shall have the effect of lowering be at the Conversion Amount outstanding hereunder. The Holder and Price in effect at such time on such date unless the register of members of the Company shall maintain records showing be closed for transfer on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the number close of business on the next succeeding day on which such register of members is open, but such conversion shall be at the Conversion Shares converted and Price in effect on the date of on which such conversion. The Company shares shall deliver any objection to have been surrendered and such notice received by the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofCompany.

Conversion Right. Subject to and upon compliance with the provisions of this NoteArticle VI, for as long as this Note is outstanding, at the option of the Holder shall have the rightthereof, at any time on Note may be converted, in whole, or after the date hereof and at its option to convert the Conversion Amount (as defined below) in part in multiples of Euro 1.00 principal amount, into fully paid and nonassessable shares non-assessable Ordinary Shares issuable upon conversion of Common Stock the Notes (the "Conversion Right"), at the Conversion Price in effect at the Conversion Date, until and including, but not after the close of business on the Stated Maturity, unless such Note or some portion thereof shall have been called for redemption or delivered for repurchase prior to the Stated Maturity and no default is made in making due provision for the payment of the redemption price or the Mandatory Repurchase Payment or Mandatory Conversion in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) terms of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstandingIndenture, in which case, with respect to each Note or portion thereof as has been so called for redemption or delivered for repurchase, such Note or portion thereof may be so converted until and including, but not after, the Holder shall surrender this Note close of business on the Business Day prior to the Company Redemption Date or Consummation Date, as applicable, for cancellation within three (3) Trading Days such Note, unless the Issuer subsequently fails to pay the applicable redemption price or make the Mandatory Repurchase Payment or Mandatory Conversion, as the case may be. For the avoidance of doubt, Notes which have been called for redemption or delivered for repurchase and in respect of which a Conversion Right has been exercised by the aforementioned deadlines, shall be converted into Ordinary Shares as promptly as practicable following exercise of the date Conversion Right, notwithstanding the waiting periods referenced in Section 6.01(b) in the Indenture. The Issuer shall be required to honor and accommodate Conversion Notices (i) at least once every calendar month (or portion thereof, in the case of that month which contains the Issue Date) (each, an "Initial Conversion Period") in the one-year period commencing on the Issue Date, provided that Conversion Notices delivered to the Issuer on or prior to the last Business Day of each month and with respect to which the Conversion Notice Date has occurred within such Initial Conversion Period) need be honored by the end of the following month (with any Conversion Notices delivered thereafter or delivered during such Initial Conversion Period but in respect of which the Conversion Notice Date has occurred after the end of the relevant Initial Conversion Period, to be honored by the end of the immediately following month), and (ii) at least once every calendar quarter, on and after the first anniversary of the Issue Date (each, a "Subsequent Conversion Period"), provided that Conversion Notices delivered to the Issuer on or prior to the last Business Day of that calendar quarter's end and with respect to which the Conversion Notice Date has occurred on such Subsequent Conversion Period need be honored by the end of the first month of the following quarter. Notwithstanding the foregoing, the Issuer shall be required to honor and accommodate, as promptly as practicable following receipt of one or more Conversion Notices in any given Initial or Subsequent Conversion Period, received from one or more Holders, relating to 10% or more of the aggregate Principal Amount of Initial Notes originally issued, and in any event during the month following the Conversion Notice Date relating to the last of the Conversion Notices so received. To satisfy its obligations pursuant to Section 6.01(b) of the Indenture, the Issuer shall be required to take all actions, including without limitation the preparation and filing of one or more Spanish listing prospectuses, to give effect to Conversion Notices received and to cause the listing of Ordinary Shares on the Nuevo Mercado (or if the Ordinary Shares shall not at the relevant tixx xx xuoted or listed thereon, on the principal securities exchange or interdealer quotation system on which the final Notice of Ordinary Shares are then listed or quoted). To exercise its Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the NoteRight, the number holder of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.Book-Entry Interests must: