Common use of Conversion Right Clause in Contracts

Conversion Right. Provided that the Merger is consummated, upon written notice to the Borrower, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or at any time thereafter until the principal balance of this Note, together with all accrued and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon into such number of shares of fully paid and non-assessable equity securities issued by the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share of such convertible capital stock is convertible. The “Common Stock Equivalent Price” shall initially be the closing offering price in the Next Financing and shall be adjusted as set forth in Section 2.2(d) below.

Conversion Right. Provided that Subject to and upon compliance with the Merger is consummatedprovisions hereof, upon written notice and subject to the Borrower, the Holder may, at its sole option, at the effective date approval of the Merger (as defined below), or at any time thereafter until stockholders of Borrower with respect to the principal balance conversion feature of this Note, together with all accrued and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon into such number but (provided that Borrower shall not have presented at a meeting of shares of fully paid and non-assessable equity securities issued by the Borrower to its members in connection with stockholders the conversion feature of their Membership Interests in the Company pursuant to the Merger this Note for approval by such stockholders) only if required under applicable Law, (the “New Securities”"Stockholder Approval"), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights have the right, at any time or from time to time, to convert all or any portion of the Total Convertible Amount into as a purchaser and holder many shares of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 .01 per share share, of Borrower (the “"Common Stock”)") as the portion of the Total Convertible Amount so converted is a multiple of the Initial Conversion Price or, be equal in case an adjustment of such price has taken place pursuant to the Common Stock Equivalent Price provisions of this Section 5, then at the price as last adjusted and in effect at the date this Note or portion thereof is surrendered for conversion (such price or such price as defined below) or (ii) if last adjusted, as the New Securities are convertible capital stockcase may be, the "Conversion Price shall be an amount equal Price"). Notwithstanding the preceding sentence, if, pursuant to Article I, Section 1.1(b) of the Common Stock Equivalent Price multiplied by Investment Agreement, the stockholders of the Borrower collectively subscribe for a number of Rights Shares that equals at least $2,000,000, then the Holder shall elect to convert the Total Convertible Amount in its entirety into shares of Common Stock into which one of the Borrower pursuant to this Section 5. For the purposes of this Note, the term "Total Convertible Amount" shall mean, on any date, the sum of the unpaid principal amount of this Note and the accrued and unpaid interest thereon on such date. For the purposes of this Note, the term "Initial Conversion Price" shall mean the lesser of (i) $1.50 and (ii) 85% of the weighted average price per share of such convertible capital stock is convertible. The “Borrower's Common Stock Equivalent Price” shall initially be as reported on the closing offering Nasdaq National Market for the fifteen trading day period ending three trading days before the conversion date (provided, that (1) if the shares of such Common Stock then are not traded on the Nasdaq National Market, the average of the highest reported bid and lowest reported asked price in the Next Financing and for each of such fifteen days as reported by NASDAQ shall be adjusted used; (2) if the shares of such Common Stock then are not listed and traded on the NASDAQ, the average closing prices for such fifteen days as set forth reported by the principal national securities exchange on which the shares are listed and traded shall be used; or (3) if the shares of such Common Stock are not then listed or traded on NASDAQ or a national securities exchange, the fair market value as determined jointly in Section 2.2(d) belowgood faith by the Holder and the Borrower shall be used).

Conversion Right. Provided that The Holder shall have the Merger is consummatedright, upon written notice to the Borroweron any calendar day, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or at any time thereafter until on or following the principal balance Issue Date, to convert all or any portion of this Note, together with all accrued the then outstanding and unpaid interest, is paid in full, convert the entire outstanding principal hereunder Principal Amount and all accrued and unpaid interest thereon (including any Default Interest) into such number of shares of fully paid and non-assessable equity shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities issued by of the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”)into which such Common Stock shall hereafter be changed or reclassified, that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) at the Conversion Price (as defined below) determined as provided herein (a “Conversion”). In addition, by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (as defined in connection with such conversionthis 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 receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in not have the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent 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 from effecting such conversion without (together with the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share affiliates (the “Common StockAffiliates”), be equal to the Common Stock Equivalent Price and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (ii) if such Persons, “Attribution Parties”)), would beneficially own in excess of the New Securities are convertible capital stockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share beneficially owned by the Holder and Attribution Parties shall include the number of such convertible capital stock is convertible. The “shares of Common Stock Equivalent Price” issuable upon conversion of this Note with respect to which such determination is being made, but shall initially exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the closing offering price in remaining, nonconverted portion of this Note beneficially owned by the Next Financing Holder or any of its Affiliates or Attribution Parties and shall be adjusted (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 2.2(d1.1, 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 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) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit 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 that the 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 (1) the Principal Amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2). In addition to the beneficial ownership limitations provided in this Note, the sum of the number of shares of Common Stock that may be issued under this Note shall be limited to the amount described in Section 4(r) of the Purchase Agreement, unless the Shareholder Approval (as defined in the Purchase Agreement) (“Shareholder Approval”) is obtained by the Company.

Conversion Right. Provided that The Holder shall have the Merger is consummatedright from time to time, upon written notice to and at any time during the Borrower, period beginning on the Holder may, at its sole option, at the effective date of this Note and ending on the Merger later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined below)in Article III) pursuant to Section 1.6(a) or Article III, or at any time thereafter until each in respect of the remaining outstanding principal balance amount of this Note, together with Note to convert all accrued or any part of the outstanding and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon amount of this Note into such number of shares of fully paid and non-non- assessable equity shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities issued by of the Borrower to its members in connection with into which such Common Stock shall hereafter be changed or reclassified at the conversion of their Membership Interests in the Company pursuant to the Merger price (the “New SecuritiesConversion Price”) determined as provided herein (a “Conversion”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. ; The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share to be issued upon each conversion of this Note of any amounts due shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the 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 before 6:00 p.m., Pacific Time on such convertible capital stock is convertibleconversion date (the “Conversion Date”). The term “Common Stock Equivalent PriceConversion Amount” shall initially means, with respect to any conversion of any amounts due under this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the closing offering price Borrower’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 (3) at the Borrower’s option, Default Interest, if any, on the amounts referred to in the Next Financing immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and shall be adjusted as set forth in Section 2.2(d1.4(g) belowhereof.

Conversion Right. Provided that The Holder shall have the Merger is consummatedright from time to time, upon written notice to and at any time during the Borrower, the Holder may, at its sole option, at period beginning on the effective date of the Merger Company’s Amendment to its Certificate of Incorporation increasing the Company’s authorized shares of Common Stock discussed in Section 1.3 below, and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined below), or at any time thereafter until in Article III) — each in respect of the remaining outstanding principal balance amount of this Note, together with Note — to convert all accrued or any part of the outstanding and unpaid interest, is paid in full, convert the entire principal amount of this Note and any outstanding principal hereunder and all accrued and unpaid interest thereon into such number of shares of fully paid and non-assessable equity shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities issued by of the Borrower to its members in connection with Company into which such Common Stock shall hereafter be changed or reclassified, at the conversion of their Membership Interests in the Company pursuant to the Merger price (the “New SecuritiesConversion Price”) determined as provided herein (a “Conversion”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Company by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail to the Company before 6:00 p.m., New York, New York time on such convertible capital stock is convertibleconversion date (the “Conversion Date”). The term “Common Stock Equivalent PriceConversion Amount” shall initially means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the closing offering price 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 (3) at the Holder’s option, Default Interest, if applicable, on the amounts referred to in the Next Financing and shall be adjusted as set forth in Section 2.2(dimmediately preceding clauses (1) belowand/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to this Note.

Conversion Right. Provided that The holder of this Debenture shall have the Merger is consummated, upon written notice to the Borrower, the Holder mayright, at its sole holder's option, at the effective date any time, to convert all, or, in multiples of the Merger (as defined below)$10,000, or at any time thereafter until the principal balance part of this Note, together with all accrued and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon Debenture into such number of shares of fully paid and non-assessable equity securities nonassessable shares of common stock, $0.01 par value, of Integrated Security Systems, Inc. (the "Common Stock") as shall be 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 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 Borrower to its members in connection with the Debenture. The number of shares of Common Stock that shall be issuable upon conversion of their Membership Interests in the Company pursuant to Debenture shall equal the Merger (face amount of the “New Securities”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon Debenture divided by (B) the Conversion Price (as defined below). In additionbelow and in effect on the date the Conversion Notice is given; provided, in connection with such conversionhowever, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable that in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees event that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there Debenture shall have been a default hereunder) or otherwisepartially redeemed, shares of Common Stock shall be issued pro rata, rounded to the nearest whole share. The “Conversion Price” shall (i) if be deemed to have been effected on the New Securities are common stock, par value $0.001 per share date the Conversion Notice is received (the “Common Stock”"Conversion Date"). Within 20 business days after receipt of the Conversion Notice, be equal Borrower shall issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, address designated in the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by Notice, a stock certificate or stock certificates of Borrower representing the number of shares of Common Stock into to which one share Holder is entitled and a check or cash in payment of such convertible capital stock is convertibleall interest accrued and unpaid on the Debenture up to and including the Conversion Date. The “Common Stock Equivalent Price” shall initially conversion rights will be governed by the closing offering price in the Next Financing and shall be adjusted as set forth in Section 2.2(d) below.following provisions:

Conversion Right. Provided that In lieu of the Merger is consummated, upon written notice to payment of the BorrowerExercise Price in the manner required by Section 1(a), the Holder may, at its sole option, at shall have the effective date right (but not the obligation) to convert any exercisable but unexercised portion of this Warrant into Common Stock ("Conversion Right") as follows: upon exercise of the Merger Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the "Value" (as defined below), or at any time thereafter until ) of the principal balance portion of this Note, together with all accrued and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon into such number of shares of fully paid and non-assessable equity securities issued Warrant being converted by the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (Ay) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Current Market Price (as defined below). In addition, in connection with such conversion, The "Value" of the Holder portion of the Warrant being converted shall receive rights as a purchaser and holder of New Securities equal the remainder derived from subtracting (including, without limitation, customary registration rightsa) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Exercise Price multiplied by the number of shares of Common Stock into which one underlying the portion of the Warrant being converted from (b) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the portion of the Warrant being converted. As used herein, the term "Current Market Price" per share of Common Stock or any other security at any date means (i) if the Common Stock or such convertible capital stock other security is convertiblenot registered under the Securities Exchange Act of 1934, as amended ("Exchange Act"), (A) the value of the Common Stock or such other security, determined in good faith by the Board of Directors and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company or between any two such persons and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (B) if no such transaction shall have occurred on such date or within such six-month period, the value of the Common Stock or such other security as determined in good faith by resolution of the Board of Directors, based on the best information available to it, or (ii) if the Common Stock or such other security is registered under the Exchange Act, the average of the daily closing bid prices of the Common Stock or such other security for each trading day during the period commencing 10 trading days before such date and ending on the date one day prior to such date, or if the security has been registered under the Exchange Act for less than 10 consecutive trading days before such date, the average of the daily closing bid prices (or such equivalent) for all of the trading days before such date for which daily closing bid prices are available as reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or as reported by NASDAQ; provided, however, that if the closing bid price is not determinable for at least five trading days in such period, the "Current Market Price" of the security shall be determined as if the security were not registered under the Exchange Act. Notwithstanding the foregoing, as used herein "closing bid price" means, in each case at the close of trading hours (not including extended trading hours), (i) if the Common Stock is listed on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX"), the last reported sale price or (ii) if the Common Stock is listed on the Nasdaq National Market System, SmallCap Market or over-the-counter bulletin board, the closing bid price for the Common Stock as reported by the Nasdaq National Market System, SmallCap Market or over-the-counter bulletin board, as applicable, or (iii) if the Common Stock is not listed or admitted for trading on any national securities exchange and is not reported by NYSE, AMEX, Nasdaq National Market System, SmallCap Market or over-the-counter bulletin board, or if the Common Stock is traded in the over-the-counter market but bid quotations are not published on Nasdaq, the closing bid price for the Common Stock as furnished by a broker-dealer which regularly furnishes price quotations for the Common Stock. The “Common Stock Equivalent Price” shall initially Conversion Right may be exercised by the closing offering price in Holder on any business day after the Next Financing date hereof and shall be adjusted as set forth in Section 2.2(d) belownot later than the Expiration Date by delivering this Warrant to the Company with a duly executed exercise form attached hereto with the conversion section completed.

Conversion Right. Provided that The Holder shall have the Merger is consummatedright, upon written notice to the Borrower, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or at any time thereafter until on or following the principal balance Issue Date, to convert all or any portion of this Note, together with all accrued the then outstanding and unpaid interest, is paid in full, convert the entire outstanding principal hereunder Principal Amount and all accrued and unpaid interest thereon (including any Default Interest) into such number of shares of fully paid and non-assessable equity shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities issued by of the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”)into which such Common Stock shall hereafter be changed or reclassified, that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) at the Conversion Price (as defined below) determined as provided herein (a “Conversion”). In addition; provided, in connection with such conversionhowever, that notwithstanding anything to the contrary contained herein, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in not have the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent 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 from effecting such conversion without (together with the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share affiliates (the “Common StockAffiliates”), be equal to the Common Stock Equivalent Price and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (ii) if such Persons, “Attribution Parties”)), would beneficially own in excess of the New Securities are convertible capital stockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share beneficially owned by the Holder and Attribution Parties shall, subject to the Beneficial Ownership Limitation, include the number of such convertible capital stock is convertible. The “shares of Common Stock Equivalent Price” issuable upon conversion of this Note with respect to which such determination is being made, but shall initially exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the closing offering price in remaining, nonconverted portion of this Note beneficially owned by the Next Financing Holder or any of its Affiliates or Attribution Parties and shall be adjusted (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 2.2(d1.1, 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. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Principal Market. 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) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit 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 that the 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 Borrower’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 (1) the Principal Amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).

Conversion Right. Provided that The Holder shall have the Merger is consummatedright, upon written notice to the Borroweron any calendar day, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or at any time thereafter until on or following the principal balance Issue Date, to convert all or any portion of this Note, together with all accrued the then outstanding and unpaid interest, is paid in full, convert the entire outstanding principal hereunder Principal Amount and all accrued and unpaid interest thereon Default Interest (if any) into such number of shares of fully paid and non-assessable equity shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities issued by of the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”)into which such Common Stock shall hereafter be changed or reclassified, that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) at the Conversion Price (as defined below) determined as provided herein (a “Conversion”). In addition, by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (as defined in connection with such conversionthis 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 receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in not have the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent 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 from effecting such conversion without (together with the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share affiliates (the “Common StockAffiliates”), be equal to the Common Stock Equivalent Price and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (ii) if such Persons, “Attribution Parties”)), would beneficially own in excess of the New Securities are convertible capital stockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share beneficially owned by the Holder and Attribution Parties shall include the number of such convertible capital stock is convertible. The “shares of Common Stock Equivalent Price” issuable upon conversion of this Note with respect to which such determination is being made, but shall initially exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the closing offering price in remaining, nonconverted portion of this Note beneficially owned by the Next Financing Holder or any of its Affiliates or Attribution Parties and shall be adjusted (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 2.2(d1.1, 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 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) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit 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 that the 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 (1) the Principal Amount of this Note to be converted in such conversion plus (2), at the Holder’s Option, Default Interest, if any, on the amount referred to in the immediately preceding clause (1). In addition to the beneficial ownership limitations provided in this Note, the sum of the number of shares of Common Stock that may be issued under this Note shall be limited to the amount described in Section 4(r) of the Purchase Agreement, unless the Shareholder Approval (as defined in the Purchase Agreement) (“Shareholder Approval”) is obtained by the Company.

Conversion Right. Provided that Lender shall have the Merger right, in its discretion, but not the obligation, at any time and from time to time, while the Loan is consummatedoutstanding, upon written to convert an amount of up to Two Million Dollars ($2,000,000.00) of the principal amount of the outstanding Growth Capital Loans (the “Conversion Option”) into Warrant Stock (as defined in the Warrant) at a price per share equal to one hundred twenty percent (120.00%) of the Stock Purchase Price set forth (and as defined) in the Warrant (the “Conversion Price;” the exercise of such Conversion Option, a “Conversion”). The Conversion Option will be exercised by Lender delivering a written, signed conversion notice to the Borrower, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or at any time thereafter until the principal balance of Borrower in accordance with this Note, together with all accrued and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon into such number of shares of fully paid and non-assessable equity securities issued by the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (ASection 3(d) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall which will include (i) if the New Securities are common stockdate of which the conversion notice is given, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if a statement to the New Securities are convertible capital stock, effect that the Lender is exercising the Conversion Price shall be an Option, (iii) the amount equal to in respect of which the Common Stock Equivalent Price multiplied by Conversion Option is being exercised and the number of shares issued and (iv) a date reasonably agreeable to both Borrower and Lender on which the allotment and issuance of Common Stock into which one share the shares is to take place; provided that in the event that (x) the Conversion Option is exercised in connection with an Equity Offering or (y) the settlement of such convertible capital stock is convertibleConversion Option would occur on or about a date within 5 Business Days of the anticipated closing date of any Equity Offering, Lender shall deliver such conversion notice to Borrower no later than 15 Business Days prior to the anticipated closing date of such Equity Offering (provided that Borrower has provided Lender no less than 10 Business Days’ prior written notice of the terms and conditions of such Equity Offering). The “Common Stock Equivalent Price” shall initially be the closing offering price in the Next Financing and Any conversion notice delivered to Borrower pursuant to this Part 2, Section 3(d) shall be adjusted as set forth in Section 2.2(d) belowirrevocable.

Conversion Right. Provided Subject to the provisions of Sections 3(g) and 4(a) below, at any time or times on or after the earlier of (i) 90 days after the Issuance Date (as defined herein), (ii) 5 days after receiving a "no-review" status from the Securities and Exchange Commission (the "SEC") in connection with a registration statement ("Registration Statement") covering the resale of Common Stock issued upon conversion of the Series A Preferred Shares and required to be filed by the Corporation pursuant to the Registration Rights Agreement between the Corporation and its initial holders of Series A Preferred Shares (the "Registration Rights Agreement"), (iii) the date that the Merger Registration Statement is consummated, upon written notice declared effective by the SEC any holder of Series A Preferred Shares shall be entitled to convert any Series A Preferred Shares into fully paid and nonassessable shares (rounded to the Borrower, the Holder may, at its sole optionnearest whole share in accordance with Section 3(h) below) of Common Stock, at the effective date of the Merger Conversion Rate (as defined below); provided, however, that in no event other than upon a Mandatory Conversion pursuant to Section 3(g) hereof, or at upon a Triggering Event pursuant to Section 5(b) hereof, shall any time thereafter until holder be entitled to convert Series A Preferred Shares in excess of that number of Series A Preferred Shares which, upon giving effect to such conversion, would cause the principal balance of this Note, together with all accrued and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon into such aggregate number of shares of fully paid and non-assessable equity securities issued Common Stock beneficially owned by the Borrower holder and its affiliates to its members in connection with exceed 4.9% of the conversion then issued and outstanding shares of their Membership Interests in Common Stock of the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with Corporation following such conversion. For purposes of the foregoing proviso, the Holder shall receive rights as a purchaser and holder aggregate number of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser shares of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if beneficially owned by the New Securities are convertible capital stock, the Conversion Price holder and its affiliates shall be an amount equal to the Common Stock Equivalent Price multiplied by include the number of shares of Common Stock into issuable upon conversion of the Series A Preferred Shares with respect to which one share the determination of such convertible capital stock proviso is convertible. The “being made, but shall exclude the number of shares of Common Stock Equivalent Price” shall initially which would be issuable upon conversion of the closing offering price in remaining, non-converted Series A Preferred Shares beneficially owned by the Next Financing holder and shall be adjusted its affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 2.2(d13(d) below.of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the rules thereunder;

Conversion Right. Provided that the Merger is consummated, upon Upon written notice to the Borrower, the Holder may, at its sole option, at upon the effective date initial closing of the Merger Borrower’s next round of equity financing (as defined belowthe “Next Financing”), or at any time thereafter until the principal balance of this Note, together with all accrued and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all interest accrued and unpaid interest thereon into such number of shares of fully paid and non-assessable equity securities issued by the Borrower to its members (or the parent of the Borrower, as the case may be) in connection with the conversion of their Membership Interests in the Company pursuant to the Merger such financing (the “New Securities”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share of the Borrower (the “Common Stock”) (or the common stock of the parent of the Borrower, as the case may be), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stockstock of the Borrower (or of the parent of the Borrower as the case may be), the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share of such convertible capital stock is convertible. If the Holder does not convert this Note into the Next Financing, then the conversion rights under this Section 2.1 shall lapse and be of no further force and effect, provided that the other provisions of this Note shall remain in full force and effect. The “Common Stock Equivalent Price” shall initially be the closing offering price in the Next Financing $0.80 and shall be adjusted as set forth in Section 2.2(d2.1(d) below.

Conversion Right. Provided The Holder shall have the right from time to time, and at any time during the period beginning on the date that is six months following the Merger is consummated, upon written notice to the Borrower, the Holder may, at its sole option, at the effective date of this Note and ending on the Merger later of: (i) the Maturity Date, or (ii) the date of payment of the Default Amount (as defined belowin Article III), or at any time thereafter until each in respect of the principal balance remaining outstanding amount of this Note, together with Note to convert all accrued or any part of the outstanding and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon amount of this Note into such number of shares of fully paid and non-assessable equity shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities issued by of the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger into which such Common Stock shall hereafter be changed or reclassified (the “New SecuritiesConversion Shares”), that is equal to ) at the quotient of conversion price (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall ”) determined as provided herein (i) if the New Securities are common stock, par value $0.001 per share (the a “Common StockConversion”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the . The number of shares of Common Stock into which one share to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the 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 before 6:00 p.m., New York, New York time on such convertible capital stock conversion date (the “Conversion Date”); however, if the Notice of Conversion is convertiblesent after 6:00 p.m., New York, New York time the Conversion Date shall be the next business day. The term “Common Stock Equivalent PriceConversion Amount” shall initially means, with respect to any conversion of this Note, the sum of: (1) the principal amount of this Note to be converted in such conversion plus; (2) at the closing offering price 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; (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the Next Financing and shall be adjusted as set forth in immediately preceding clauses (1) and/or (2) plus; (4) at the Holder’s option, any amounts owed to the Holder pursuant to Section 2.2(d) below1.4 hereof.

Conversion Right. Provided that the Merger is consummatedA Holder of a Convertible Note may convert such Convertible Note (or a portion thereof equal to US$1,000 or any integral multiple thereof) into Ordinary Shares or, upon written notice subject to the Borrowerlimitations set forth below, ADSs of the Company at any time after 40 days from the original issuance of the Convertible Notes and before the close of business on the seventh day preceding Maturity and the Redemption Date fixed for any early redemption, at the Share Conversion Price then in effect; provided, however, that, if such Convertible Note is called for redemption pursuant to Sections 1101(a) or (b) of this Indenture, such conversion right shall terminate at the close of business on the seventh day preceding the Redemption Date for such Convertible Note (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 default is cured and such Convertible Note is redeemed) (such period during which the Convertible Notes are convertible, the "Conversion Period"). The number of Ordinary Shares issuable upon conversion of a Convertible Note (or a portion thereof equal to US$1,000 or any integral multiple thereof) will be determined by dividing the aggregate principal amount (translated into Singapore dollars at the Fixed Exchange Rate) of all the Convertible Notes or portion thereof to be converted by a Holder by the Share Conversion Price per Ordinary Share in effect on the Conversion Date, and, in the case of conversion to ADSs, applying the ratio of Ordinary Shares to ADSs in effect on the Conversion Date. A Holder may, at its sole optionsubject to the limitations set forth below, at elect to receive Ordinary Shares upon conversion in the effective date form of ADSs. Upon receipt of the Merger (Conversion Notice, the Company shall, on behalf of such Holder, as defined below)soon as practicable, deliver to and deposit with the ADS Depositary or at any time thereafter until its custodian, in accordance with the principal balance applicable terms and conditions of this Notethe ADS Deposit Agreement, together with all accrued and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon into such number of shares the Ordinary Shares such Holder would have received upon conversion had such Holder not elected to receive such Ordinary Shares in the form of fully paid and non-assessable equity securities issued ADSs that is the maximum number of such Ordinary Shares issuable upon conversion that is divisible by the Borrower then current ratio of Ordinary Shares to its members in connection ADSs and shall issue to such Holder any remaining Ordinary Shares issuable upon conversion that if deposited with the conversion of their Membership Interests ADS Depositary or its custodian would result in the Company issuance of fractional ADSs to the converting holder. Such Ordinary Shares will be listed on the Singapore Exchange prior to deposit with the ADS Depositary or custodian and will be registered in the name of the ADS Depositary or its nominee. Subject to compliance with the terms of the ADS Deposit Agreement, including payment of the fees and expenses of the ADS Depositary by such Holder and completion of any additional documentation which may be required under the terms of the Deposit Agreement, the ADS Depositary will issue such number of ADSs representing the deposited Ordinary Shares to such Holder based on the applicable share-to-ADS ratio then in effect. A Convertible Note may not be converted if a Holder has delivered a Repayment Acceptance Notice form in respect of such Convertible Note pursuant to Article Twelve exercising the Merger (option of such Holder to require repayment by the “New Securities”)Company for such Convertible Note. Upon conversion, that is equal with effect from the Registration Date, the person designated in the Conversion Notice will be registered as the holder of record of the applicable number of Ordinary Shares, but beginning on the Conversion Date such converting Holder shall cease to have any right as a Holder with respect to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such Convertible Notes surrendered for conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share of such convertible capital stock is convertible. The “Common Stock Equivalent Price” shall initially be the closing offering price in the Next Financing and shall be adjusted as set forth in Section 2.2(d) below.

Conversion Right. Provided that The Holder shall have the Merger is consummatedright, upon written notice to the Borrower, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or at any time thereafter until on or following the principal balance Issue Date, to convert all or any portion of this Note, together with all accrued the then outstanding and unpaid interest, is paid in full, convert the entire outstanding principal hereunder Principal Amount and all accrued and unpaid interest thereon (including any Default Interest) into such number of shares of fully paid and non-assessable equity shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities issued by of the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”)into which such Common Stock shall hereafter be changed or reclassified, that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) at the Conversion Price (as defined below) determined as provided herein (a “Conversion”). In addition; provided, in connection with such conversionhowever, that notwithstanding anything to the contrary contained herein, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in not have the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent 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 from effecting such conversion without (together with the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share affiliates (the “Common StockAffiliates”), be equal to the Common Stock Equivalent Price and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (ii) if such Persons, “Attribution Parties”)), would beneficially own in excess of the New Securities are convertible capital stockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share beneficially owned by the Holder and Attribution Parties shall, subject to the Beneficial Ownership Limitation, include the number of such convertible capital stock is convertible. The “shares of Common Stock Equivalent Price” issuable upon conversion of this Note with respect to which such determination is being made, but shall initially exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the closing offering price in remaining, nonconverted portion of this Note beneficially owned by the Next Financing Holder or any of its Affiliates or Attribution Parties and shall be adjusted (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 2.2(d1.1, 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. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Principal Market. 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) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit 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 that the 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 Bxxxxxxx’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 (1) the Principal Amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).

Conversion Right. Provided that The Holder shall have the Merger is consummated, upon written notice to right (the Borrower, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or "Conversion Right") at any time thereafter until on or prior to the principal balance of day this Note, together with all accrued and unpaid interest, Note is paid in full, to convert at any time all or from time to time any part of the entire outstanding principal hereunder and all accrued and unpaid interest thereon into principal amount of this Note of at least $50,000, or such number lesser amount as shall remain unpaid at the time of shares of the conversion, into, at Holder's election, (i) fully paid and non-assessable equity securities issued by the Borrower to its members in connection with the conversion shares of their Membership Interests in the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 .01 per share share, of the Borrower (the “"Common Stock”"), be equal to at the Common Stock Equivalent Price (as defined belowconversion price determined by Section 2.2(a) or hereof; (ii) if the New Securities are convertible capital Artera (UK) Limited ("Artera") has made an initial public offering of its common stock, par value (pound)1.00 per share, fully paid and non-assessable shares of such stock owned by the Conversion Price shall be an amount Borrower, at a conversion price equal to the Common Stock Equivalent Price multiplied initial public offering price of such stock; (iii) if Distributed Media Corporation International Limited ("DMCI") has made a public offering of its common stock, par value (pound)1.00 per share, fully paid and non-assessable shares of such stock owned by the Borrower, at a conversion price equal to the initial public offering price of such stock; and (iv) if any other subsidiary of the Borrower (other than Pro Tech Communications, Inc.) has made a public offering of its common stock, fully paid and non-assessable shares of such stock owned by the Borrower, at a conversion price equal to the initial public offering price of such stock. Upon the surrender of this Note, accompanied by a Notice of Conversion of Secured Convertible Note in the form attached hereto as Exhibit 1, properly completed and duly executed by the Holder (a "Conversion Notice"), the Borrower shall issue and, within five (5) business days after such surrender of this Note with the Conversion Notice, deliver to or upon the order of the Holder (x) that number of shares of Common Stock into which one share common stock for the portion of such convertible capital stock is convertible. The “Common Stock Equivalent Price” the Note converted as shall initially be the closing offering price determined in accordance herewith and (y) a new Note in the Next Financing and shall be adjusted as set forth in Section 2.2(d) belowform hereof for the balance of the principal amount hereof, if any.

Conversion Right. Provided that The Holder shall have the Merger is consummated, upon written notice to right from and after the Borrower, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or Issuance Date and then at any time thereafter until on or prior to the principal balance of date this Note, together with all accrued and unpaid interest, Note is paid in full, to convert at any time all or from time to time any part of the entire outstanding and unpaid principal hereunder amount of this Note of at least $10,000, or such lesser amount as shall remain unpaid at the time of the conversion or may be permitted from time to time by the Company in its discretion, and all accrued and unpaid interest on the principal amount to be converted and on any such interest, into fully paid and nonassessable shares of Common Stock at the Conversion Price in effect on the date the applicable Conversion Notice is given in accordance with this Note. Notwithstanding any other provision of this Note, in no event shall the Holder be entitled at any time to convert any portion of the principal amount of this Note (and accrued and unpaid interest thereon into and on any such number interest) in excess of shares that portion of fully paid the principal amount of this Note (and non-assessable equity securities issued by the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by and on any such interest) upon conversion of which the sum of (B1) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share beneficially owned by the Holder (including shares of such convertible capital stock is convertible. The “Common Stock Equivalent Price” beneficially owned by all Aggregated Persons) (other than shares of Common Stock deemed beneficially owned by the Holder or any Aggregated Person of the Holder through the ownership of (x) the unconverted portion of the principal amount of this Note and the Other Notes and accrued and unpaid interest thereon and on any such interest and (y) the unconverted or unexercised portion of any instrument which contains limitations similar to those set forth in this sentence) and (2) the number of shares of Common Stock issuable upon conversion of the portion of the principal amount of this Note and accrued and unpaid interest thereon and on any such interest with respect to which the determination in this sentence is being made, would result in beneficial ownership by the Holder and all Aggregated Persons of the Holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall initially be determined in accordance with Section 13(d) of the closing offering price 1934 Act, and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the Next Financing immediately preceding sentence. For purposes of the second preceding sentence, the Company shall be entitled to rely, and shall be adjusted as set forth fully protected in Section 2.2(drelying, on any statement or representation made by the Holder to the Company in connection with a particular conversion, without any obligation on the part of the Company to make any inquiry or investigation or to examine its records or the records of any transfer agent for the Common Stock and without any liability of the Company with respect thereto. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the sum of (1) belowthat portion of the principal amount of this Note to be converted plus (2) accrued and unpaid interest on such principal amount to the date the Conversion Notice for such conversion is given plus (3) Default Interest, if any, on the amount referred to in the immediately preceding clause (2) to the date such Conversion Notice is given, by the Conversion Price in effect on the date the Conversion Notice for such conversion is given.

Conversion Right. Provided that Subject to (i) the Merger is consummatedfiling with the Secretary of State of the State of Delaware (after approval of Borrower’s stockholders) of an amendment to Borrower’s Amended and Restated Certificate of Incorporation authorizing a sufficient number of shares of Common Stock, upon written notice and (ii) Lender having exercised the conversion right with respect to (A) the BorrowerFirst Convertible Note, (B) the Holder maySecond Convertible Note, at and (C) the Third Convertible Note, Lender shall have the right (the "Conversion Right"), in its sole optiondiscretion, at the effective date of the Merger (as defined below), or at any time thereafter until the principal balance of this Note, together with all accrued and unpaid interest, is paid in full, to elect to convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon into such number of shares of fully paid and non-assessable equity securities issued nonassessable shares of Common Stock (such shares the "Conversion Shares") as determined by the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (A) dividing the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition; provided, in connection however, that Lender may convert the outstanding principal hereunder into Common Stock only to the extent that the Conversion Shares, when aggregated with such the Common Stock owned by Lender immediately prior to the conversion, would equal ninety-one percent (91%) of the Holder shall receive rights as a purchaser Common Stock Outstanding, accounting for all antidilution adjustments to then outstanding Convertible Securities and holder Options that would result from such issuance of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwiseConversion Shares. The “Conversion Price” shall (i) if be the New Securities are common stock, par value $0.001 per share (amount determined by dividing the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied outstanding principal hereunder by the number of shares of Common Stock into which one share that Lender needs to acquire in order to own 91% of such convertible capital stock is convertible. The “the Common Stock Equivalent Price” shall initially be Outstanding, accounting for all antidilution adjustments to then outstanding Convertible Securities and Options that would result from such issuance of the closing offering price in the Next Financing and shall be adjusted as set forth in Section 2.2(d) belowConversion Shares.

Conversion Right. Provided that The Holder shall have the Merger right on and after the date which is consummated, upon written notice 90 days after the Issuance Date to the Borrower, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or at any time thereafter until the principal balance of this Note, together with all accrued and unpaid interest, Note is paid in full, to convert at any time all or from time to time any part of the entire outstanding and unpaid principal hereunder amount of this Note, in each such case of at least $10,000, or such lesser amount as shall remain unpaid at the time of the conversion or shall be convertible within the limitation on beneficial ownership provided in the second sentence of Section 2.1 or may be permitted from time to time by the Company in its discretion, and all in each such case accrued and unpaid interest on the principal amount to be converted and Default Interest on any such interest, into fully paid and nonassessable shares of Common Stock at the Conversion Price in effect on the date the applicable Conversion Notice is given in accordance with this Note. Notwithstanding any other provision of this Note, in no event shall the Holder be entitled at any time to convert any portion of the principal amount of this Note (and accrued and unpaid interest thereon into and Default Interest on any such number interest) in excess of shares that portion of fully paid the principal amount of this Note (and non-assessable equity securities issued by the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by and Default Interest on any such interest) upon conversion of which the sum of (B1) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share beneficially owned by the Holder (including shares of such convertible capital stock is convertible. The “Common Stock Equivalent Price” beneficially owned by all Aggregated Persons) (other than shares of Common Stock deemed beneficially owned by the Holder or any Aggregated Person of the Holder through the ownership of (x) the unconverted portion of the principal amount of this Note and the Other Notes and accrued and unpaid interest thereon and on any such interest and (y) the unconverted or unexercised portion of any instrument which contains limitations similar to those set forth in this sentence) and (2) the number of shares of Common Stock issuable upon conversion of the portion of the principal amount of this Note and accrued and unpaid interest thereon and Default Interest on any such interest with respect to which the determination in this sentence is being made, would result in beneficial ownership by the Holder and all Aggregated Persons of the Holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall initially be determined in accordance with Section 13(d) of the closing offering price 1934 Act, and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the Next Financing immediately preceding sentence. For purposes of the second preceding sentence, the Company shall be entitled to rely, and shall be adjusted as set forth fully protected in Section 2.2(drelying, on any statement or representation made by the Holder to the Company in connection with a particular conversion, without any obligation on the part of the Company to make any inquiry or investigation or to examine its records or the records of any transfer agent for the Common Stock and without any liability of the Company with respect thereto. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the sum of (1) belowthat portion of the principal amount of this Note to be converted plus (2) accrued and unpaid interest on such principal amount to the date the Conversion Notice for such conversion is given plus (3) accrued and unpaid Default Interest, if any, on the amount referred to in the immediately preceding clause (2) to the date such Conversion Notice is given, by the Conversion Price in effect on the date the Conversion Notice for such conversion is given.

Conversion Right. Provided that the Merger is consummated, upon written notice Subject to the Borrower(i) Borrower having obtained any required regulatory approvals, the Holder may, at its sole option, at the effective date failure of which to obtain prior to Lender owning 51% of the Merger Common Stock Outstanding would constitute a Material Adverse Effect (as defined belowin the Purchase Agreement), or and (ii) Lender having exercised the conversion right with respect to (A) the First Convertible Note and (B) the Second Convertible Note, Lender shall have the right (the "Conversion Right"), in its sole discretion, at any time thereafter until the principal balance of this Note, together with all accrued and unpaid interest, is paid in full, to elect to convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon into such number of shares of fully paid and non-assessable equity securities issued nonassessable shares of Common Stock (such shares the "Conversion Shares") as determined by the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (A) dividing the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition; provided, in connection however, that Lender may convert the outstanding principal hereunder into Common Stock only to the extent that the Conversion Shares, when aggregated with such the Common Stock owned by Lender immediately prior to the conversion, would equal fifty-one percent (51%) of the Holder shall receive rights as a purchaser Common Stock Outstanding, accounting for all antidilution adjustments to then outstanding Convertible Securities and holder Options that would result from such issuance of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwiseConversion Shares. The “Conversion Price” shall (i) if be the New Securities are common stock, par value $0.001 per share (amount determined by dividing the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied outstanding principal hereunder by the number of shares of Common Stock into which one share that Lender needs to acquire in order to own 51% of such convertible capital stock is convertible. The “the Common Stock Equivalent Price” shall initially be Outstanding, accounting for all antidilution adjustments to then outstanding Convertible Securities and Options that would result from such issuance of the closing offering price in the Next Financing and shall be adjusted as set forth in Section 2.2(d) belowConversion Shares.

Conversion Right. Provided that The Holder shall have the Merger is consummatedright, upon written notice to the Borroweron any calendar day, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or at any time thereafter until on or following the principal balance Issue Date, to convert all or any portion of this Note, together with all accrued the then outstanding and unpaid interest, is paid in full, convert the entire outstanding principal hereunder Principal Amount and all accrued and unpaid interest thereon (including any Default Interest) into such number of shares of fully paid and non-assessable equity shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities issued by of the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”)into which such Common Stock shall hereafter be changed or reclassified, that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) at the Conversion Price (as defined below) determined as provided herein (a “Conversion”). In addition; by submitting to the Borrower or Borrower’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 connection with this Note) prior to 11:59 p.m., New York, New York time; provided, however, that notwithstanding anything to the contrary contained herein, the a 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 conversionissuance after conversion as set forth on the applicable Notice of Conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without together with the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share affiliates (the “Common StockAffiliates”), be equal to the Common Stock Equivalent Price and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (ii) if such Persons, “Attribution Parties”)), would beneficially own in excess of the New Securities are convertible capital stockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share beneficially owned by the Holder and Attribution Parties shall include the number of such convertible capital stock is convertible. The “shares of Common Stock Equivalent Price” issuable upon conversion of this Note with respect to which such determination is being made, but shall initially exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the closing offering price in remaining, nonconverted portion of this Note beneficially owned by the Next Financing Holder or any of its Affiliates or Attribution Parties and shall be adjusted (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 2.2(d1.1, 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 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 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) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit 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 that the 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 Bxxxxxxx’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 (1) the Principal Amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2). In addition to the beneficial ownership limitations provided in this Note, the sum of the number of shares of Common Stock that may be issued under this Note shall not exceed the Exchange Cap (as defined in the Purchase Agreement) as described in Section 4(p) of the Purchase Agreement, unless the Shareholder Approval (as defined in the Purchase Agreement) (“Shareholder Approval”) is obtained by the Company.

Conversion Right. Provided that The Holder shall have the Merger is consummated, upon written notice to right (the Borrower, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or "Conversion Right") at any time thereafter until on or prior to the principal balance of day this Note, together with all accrued and unpaid interest, Note is paid in full, to convert at any time all or from time to time any part of the entire outstanding principal hereunder and all accrued and unpaid interest thereon into principal amount of this Note of at least $50,000, or such number lesser amount as shall remain unpaid at the time of shares of the conversion, into, at Holder's election, (i) fully paid and non-assessable equity securities issued by the Borrower to its members in connection with the conversion shares of their Membership Interests in the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 .01 per share share, of the Borrower (the “"Common Stock”"), be equal to at the Common Stock Equivalent Price (as defined belowconversion price determined by Section 2.2(a) or hereof; (ii) if the New Securities are convertible capital Artera Group International Limited ("Artera") has made an initial public offering of its common stock, par value (pound)1.00 per share, fully paid and non-assessable shares of such stock owned by the Conversion Price shall be an amount Borrower, at a conversion price equal to the Common Stock Equivalent Price multiplied initial public offering price of such stock; (iii) if Distributed Media Corporation International Limited ("DMCI") has made a public offering of its common stock, par value (pound)1.00 per share, fully paid and non-assessable shares of such stock owned by the Borrower, at a conversion price equal to the initial public offering price of such stock; and (iv) if any other subsidiary of the Borrower (other than Pro Tech Communications, Inc.) has made a public offering of its common stock, fully paid and non-assessable shares of such stock owned by the Borrower, at a conversion price equal to the initial public offering price of such stock. Upon the surrender of this Note, accompanied by a Notice of Conversion of Secured Convertible Demand Note in the form attached hereto as Exhibit 1, properly completed and duly executed by the Holder (a "Conversion Notice"), the Borrower shall issue and, within five (5) business days after such surrender of this Note with the Conversion Notice, deliver to or upon the order of the Holder (x) that number of shares of Common Stock into which one share common stock for the portion of such convertible capital stock is convertible. The “Common Stock Equivalent Price” the Note converted as shall initially be the closing offering price determined in accordance herewith and (y) a new Note in the Next Financing and shall be adjusted as set forth in Section 2.2(d) belowform hereof for the balance of the principal amount hereof, if any.

Conversion Right. Provided that The Holder shall have the Merger right from and after the earlier of (a) the SEC Effective Date; and (b) the date which is consummated, upon written notice to 90 days after the Borrower, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or original issuance of this Note and then in either such case at any time thereafter until on or prior to the principal balance of date this Note, together with all accrued and unpaid interest, Note is paid in full, to convert at any time all or from time to time any part of the entire outstanding and unpaid principal hereunder amount of this Note of at least $50,000, or such lesser amount as shall remain unpaid at the time of the conversion, and all accrued and unpaid interest on the principal amount to be converted and on any such interest, into fully paid and nonassessable shares of Common Stock at the conversion price determined as provided herein (the "Conversion Price"); PROVIDED, HOWEVER, that in no event shall the Holder be entitled at any time to convert any portion of the principal amount of this Note (and accrued and unpaid interest thereon into and on any such number interest) in excess of shares that portion of fully paid the principal amount of this Note (and non-assessable equity securities issued by the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by and on any such interest) upon conversion of which the sum of (B1) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into beneficially owned by the Holder and any person whose beneficial ownership of shares of Common Stock would be aggregated with the Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and Regulation 13D-G thereunder (each a "Restricted Person" and collectively, the "Restricted Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of the unconverted portion of the principal amount of this Note and accrued and unpaid interest thereon and on any such interest) and (2) the number of shares of Common Stock issuable upon conversion of the portion of the principal amount of this Note and accrued and unpaid interest thereon and on any such interest with respect to which one share the determination in this proviso is being made, would result in beneficial ownership by any Restricted Person of such convertible capital stock is convertiblemore than 4.9% 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 1934 Act, and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentence. The “number of shares of Common Stock Equivalent Price” to be issued upon each conversion of this Note shall initially be determined by dividing the closing offering price sum of (1) that portion of the principal amount of this Note to be converted PLUS (2) accrued and unpaid interest on such principal amount to the date the Conversion Notice for such conversion is given to the Company PLUS (3) Default Interest, if any, on the amount referred to in the Next Financing and shall be adjusted as set forth immediately preceding clause (2) at the rate provided in Section 2.2(d) belowthis Note to the date such Conversion Notice is given to the Company, by the Conversion Price in effect on the date the Conversion Notice for such conversion is given to the Company.

Conversion Right. Provided that the Merger is consummated, upon written notice to the Borrower, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or at 1) At any time thereafter until after the principal balance earlier of this Note, together with all accrued and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon into such number of shares of fully paid and non-assessable equity securities issued by the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stockJune 30, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) 2005 or (ii) if the New Securities are convertible following events (an "EARLY CONVERSION EVENT"): the execution of a definitive agreement relating to a merger, consolidation or reorganization of the Corporation with or into any other entity or entities in which the holders of the Corporation's capital stockstock receive cash, property or securities (other than securities issued by any party to the merger, consolidation or reorganization which result in the holders of the Corporation's voting capital stock prior to the merger, consolidation or reorganization holding not less than 66.67% of the voting power of the surviving entity) the execution of a definitive agreement relating to any sale, transfer or other disposition of all or substantially all the Corporation's assets, or adoption of any plan or arrangement relating to dissolution or liquidation of the Corporation (such merger, consolidation or reorganization, sale, transfer or disposition of assets or dissolution or liquidation being collectively referred to herein as a "TRANSACTION"), each holder of the Series B Preferred Stock will have the right, exercisable at the option of the holder, to convert some or all of such holder's shares of Series B Preferred Stock into Common Stock at the conversion price in effect at the time of conversion, determined as hereinafter provided. The price at which shares of Common Stock shall be delivered upon conversion (the "CONVERSION PRICE") shall initially be $7.04 per share of Common Stock; provided, however, that such initial Conversion Price shall be an amount equal subject to the Common Stock Equivalent Price multiplied by the adjustment from time to time in certain instances as hereinafter provided. The number of shares of Common Stock into which one to be issued upon conversion for each share of Series B Preferred shall be determined by dividing the Liquidation Amount per share then in effect by the Conversion Price then in effect. In the case of the call for redemption of the shares of Series B Preferred Stock, such convertible capital stock right of conversion shall cease and terminate as to the shares designated for redemption on the Redemption Date thereof; provided, however, that no such call for redemption shall affect a notice of conversion validly given by a holder prior to the Redemption Date. Within 10 days after an Early Conversion Event and at least 20 days prior to consummation of a Transaction, as defined below, and not less than 20 days prior to the record date or the date on which the Corporation's transfer books are closed in respect thereto, the Corporation shall give each holder of Series B Preferred Stock written notice, by first-class, postage prepaid, addressed to the registered holders of Series B Preferred Stock at the addresses of such holders as shown on the books of the Corporation, of an Early Conversion Event, which notice shall contain a summary of the principal terms of the proposed Transaction. If the notice of an Early Conversion Event is convertiblemailed prior to June 30, 2005, each holder of the Series B Preferred Stock shall have the right, exercisable at any time prior to the third business day prior to the closing of the Transaction, to request that its shares of Series B Preferred Stock be converted into shares of Common Stock. The “Common Stock Equivalent Price” conversion shall initially be deemed to occur immediately prior to the closing offering price Transaction. However, in the Next Financing event that any Transaction scheduled to close prior to June 30, 2005 is not consummated for any reason, then the requested conversions will not be effected and shall each holder's Series B Preferred Stock stock certificate will be adjusted as set forth in Section 2.2(d) belowpromptly returned to the holder.

Conversion Right. Provided At any time or times on or after the first date on which the Company's Certificate of Incorporation is validly amended such that the Merger is consummated, upon written notice to the Borrower, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or at any time thereafter until the principal balance of this Note, together with all accrued and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon into such number of authorized shares of fully paid and non-assessable equity securities issued by the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger Common Stock (the “New Securities”), that is equal to "Authorized Common") equals or exceeds the quotient sum (the "Common Equivalents") of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share (the “Common Stock”), be equal to the number of issued and outstanding shares of Common Stock Equivalent Price (as defined below) or plus (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by aggregate of the number of shares of Common Stock into which one all other issued and outstanding shares of any class of Company stock are at any time convertible (the period of time beginning on the date referred to above and continuing for so long as the Authorized Common equals or exceeds the Common Equivalents shall be referred to herein as the "Conversion Period"), any holder of Series H Preferred Shares shall be entitled to convert each Series H Preferred Share, in whole or in part, into fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 2(e) below) of Common Stock at a rate, subject to adjustment as provided herein, of 10,000 Shares of Common Stock for each Series H Preferred Share (the "Conversion Rate") as and when the creation of such convertible capital stock is convertible. The “Common Stock Equivalent Price” is duly authorized by all necessary corporate action, at the Conversion Rate; PROVIDED, HOWEVER, that in no event shall initially any holder be entitled to convert Series H Preferred Shares in excess of that number of Series H Preferred Shares which, upon giving effect to such conversion, would cause the closing offering price in aggregate number of shares of Common Stock beneficially owned by the Next Financing holder and its affiliates to exceed 9.9% of the outstanding shares of the Common Stock following such conversion. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series H Preferred Shares with respect to which the determination of such proviso is being made, but shall exclude the number of shares of Common Stock which would be adjusted issuable upon conversion of the remaining, nonconverted Series H Preferred Shares beneficially owned by the holder and its affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 2.2(d13(d) belowof the Securities Exchange Act of 1934, as amended.

Conversion Right. Provided that The holder of this Debenture shall have the Merger is consummated, upon written notice to the Borrower, the Holder mayright, at its sole holder's option, at the effective date any time, to convert all, or, in multiples of the Merger (as defined below)$100,000, or at any time thereafter until the principal balance part of this Note, together with all accrued and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon Debenture into such number of shares of fully paid and non-assessable equity securities nonassessable shares of common stock, $0.0001 par value, of Topro, Inc. (the "Common Stock") as shall be provided herein. The holder of this Debenture may exercise the conversion right by giving written notice (the "Conversion Notice") to Topro, Inc. 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 the Borrower to its members in connection with the Debenture. The number of shares of Common Stock that shall be issuable upon conversion of their Membership Interests in the Company pursuant to Debenture shall equal the Merger (face amount of the “New Securities”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon Debenture divided by (B) the Conversion Price (as defined below). In additionbelow and in effect on the date the Conversion Notice is given; provided, in connection with such conversionhowever, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable that in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees event that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there Debenture shall have been a default hereunder) or otherwisepartially redeemed, shares of Common Stock shall be issued pro rata, rounded to the nearest whole share. The “Conversion Price” shall (i) if be deemed to have been effected on the New Securities are common stock, par value $0.001 per share date the Conversion Notice is received (the “Common Stock”"Conversion Date"). Within 20 business days after receipt of the Conversion Notice, be equal Borrower shall issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, address designated in the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by Notice, a stock certificate or stock certificates of Borrower representing the number of shares of Common Stock into to which one share Holder is entitled and a check or cash in payment of such convertible capital stock is convertibleall interest accrued and unpaid on the Debenture up to and including the Conversion Date. The “Common Stock Equivalent Price” shall initially conversion rights will be governed by the closing offering price in the Next Financing and shall be adjusted as set forth in Section 2.2(d) below.following provisions:

Conversion Right. Provided that the Merger is consummated, upon written notice to the Borrower, the Holder may, at its sole option, at the effective date The holders of the Merger (as defined below), or Series D Preferred Stock may convert at any time thereafter until all or from time to time any part of their outstanding shares of Series D Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as hereinafter provided. Commencing on the principal balance Issuance Date, and at any time thereafter, each share of this NoteSeries D Preferred Stock may be converted at the office of the Corporation or at such additional office or offices, together with all accrued and unpaid interestif any, is paid in fullas the Board of Directors may designate, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon into such number of shares of fully paid and non-assessable equity securities issued by the Borrower nonassessable shares of Common Stock (calculated as to its members in connection with the each conversion of their Membership Interests in the Company pursuant to the Merger nearest 1/100th of a share) determined by dividing (the “New Securities”), that is equal to the quotient of (Ax) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such conversion, the Holder shall receive rights as a purchaser and holder sum of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or 1,000 plus (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common accrued but unpaid dividends on the share of Series D Preferred Stock Equivalent being converted and any Arrearage Interest on dividends thereon in arrears to the applicable Conversion Date by (y) the Conversion Price multiplied by on the applicable Conversion Date; provided, however, that in no event shall any holder of shares of Series D Preferred Stock be entitled to convert any shares of Series D Preferred Stock in excess of that number of shares of Series D Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock into which one share beneficially owned by such holder (including shares of Common Stock beneficially owned by all Aggregated Persons of such convertible capital stock is convertible. The “holder) (other than shares of Common Stock Equivalent Price” shall initially be deemed beneficially owned by such holder or any Aggregated Person of such holder through the closing offering price in ownership of (x) unconverted shares of Series D Preferred Stock and (y) the Next Financing and shall be adjusted as unconverted or unexercised portion of any instrument which contains limitations similar to those set forth in Section 2.2(dthis sentence) belowand (2) the number of shares of Common Stock issuable upon the conversion of the number of shares of Series D Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Aggregated Persons of such holder of more than 4.9% of the outstanding shares of Common Stock.

Conversion Right. Provided that 1.1. Subject to and upon compliance with these Conversion Provisions, the Merger is consummatedholder of any Note (a "Noteholder") will have the right at any time on and after May 1, upon written notice 1996 up to the Borrowerclose of business of banks in Lugano on December 31, 2000, or, in case the Notes are called for redemption in accordance with Section 4 of the Terms of the Notes, then prior to the close of business of banks in Lugano on the earlier of December 31, 2000 and the fifth business day preceding the date fixed for redemption, but in no event thereafter, to convert ten Notes or more Notes into freely transferable and non-restricted (such non-restriction being subject to the effectiveness of a registration statement under the U.S. securities laws covering such common stock) shares of common stock which are duly registered under the 1933 Securities Act, with par value USD 0.01 per share (such presently authorized capital stock and any other stock into which such presently authorized common stock may hereafter be changed, the Holder may"Common Stock"), at its sole optionof the Company, calculated as to each conversion to the greatest number of full Shares, disregarding fractions, at the effective date price of initially as determined pursuant to Section 3 of the Merger terms of the Notes for each Share, such price being subject to adjustment in certain instances as provided in Article 2 hereafter (as defined belowso adjusted from time to time, the "Conversion Price"). Fractions of a share will not be issued on conversion; provided, or however, that if a Noteholder at any one time thereafter until the principal balance of this Note, together with all accrued and unpaid interest, is paid in full, convert the entire outstanding principal hereunder and all accrued and unpaid interest thereon into such number of shares of fully paid and non-assessable equity securities issued by the Borrower to its members in connection with the conversion of their Membership Interests in the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (A) the outstanding principal hereunder plus all accrued and unpaid interest thereon divided by (B) the Conversion Price (as defined below). In addition, in connection with such delivers more than one Note for conversion, the Holder number of Shares issued shall receive rights as a purchaser and holder be calculated on the basis of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and principal amount of the Notes so delivered. A cash adjustment shall be paid in respect of any single instance than those granted to fractional Share which would otherwise be issuable upon conversion of any other purchaser Note in an amount in U.S. Dollars based upon the market price of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there shall have been a default hereunder) or otherwise. The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if on the New Securities are convertible capital stock, the Conversion Price shall be an amount equal last trading day prior to the Common Stock Equivalent Price multiplied by the number date of conversion. Cash adjustments for fractional shares of Common Stock into which will not be made for amounts less than one share of such convertible capital stock is convertible. The “Common Stock Equivalent Price” shall initially be the closing offering price in the Next Financing and shall be adjusted as set forth in Section 2.2(d) below.U.S.

Conversion Right. Provided Each of LJCI and Shearson agree that the Merger is consummatedeach Promissory Note shall be converted or exchanged (each, upon written notice a “Conversion”), through one or a series of such Conversions, up to the Borrower, the Holder may, at its sole option, at the effective date of the Merger (as defined below), or at any time thereafter until the full principal balance of this Note, together with all thereof and any accrued and unpaid interestinterest thereon, into shares of the common stock of Shearson (the “Shearson Common Stock”) (calculated as to each such conversion to the nearest 1/100th. Of a share) The number of shares of Shearson Common Stock into which the Promissory Notes may be converted is paid in fullequal to the dollar amount of the Promissory Note, convert or portion thereof, being converted divided by the entire outstanding Conversion Price. The Conversion Price shall be equal to 82% of the average of the volume weighted average price of the shares of the Shearson Common Stock during the five trading days prior tot LJCI’s election to convert. Upon the conversion of the full principal hereunder blanc and all accrued and unpaid interest thereon of each Promissory Note into such number of shares of fully paid and non-assessable equity securities issued the Shearson Common Stock, as set forth above, no further rights shall exist under such Promissory Note with respect to the collection of interest or other amounts under the Promissory Note by the Borrower holder thereof. For so long as Shearson honors the terms of each Conversion Notice delivered by LJCI to its members Shearson and affects each such Conversion as submitted by LJCI within the applicable time periods set forth in connection with the conversion this Agreement, LJCI shall not otherwise demand cash payment upon any outstanding sums of their Membership Interests in the Company pursuant to the Merger (the “New Securities”), that is equal to the quotient of (A) the outstanding principal hereunder plus all and accrued and unpaid interest thereon divided by (B) under the Conversion Price (as defined below)Promissory Notes. In additionthe event that Shearson refuses or otherwise fails to honor any Conversion Notice submitted to Shearson by LJCI and/or Shearson fails to effect such Conversion within the applicable time period set forth herein, in connection with such conversion, the Holder shall receive rights as a purchaser and holder of New Securities (including, without limitation, customary registration rights) no less favorable in the aggregate and in any single instance than those granted to any other purchaser of New Securities. The Borrower agrees that it has no right to prevent the Holder from effecting such conversion without the Holder’s consent, whether by attempting to prepay this Note (whether or not there LJCI shall have been a default hereunder) the right, at LJCI’s sole discretion, to declare any or otherwise. The “Conversion Price” all amounts, including outstanding principal and accrued and unpaid interest, under the Promissory Notes immediately due and payable by Shearson and Shearson shall (i) if deliver such payment for all such outstanding sums owed under the New Securities are common stock, par value $0.001 per share (the “Common StockPromissory Notes to LJCI within five days of LJCI’s demand for payment thereof.”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share of such convertible capital stock is convertible. The “Common Stock Equivalent Price” shall initially be the closing offering price in the Next Financing and shall be adjusted as set forth in Section 2.2(d) below.