Common use of Optional Conversion Clause in Contracts

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 5:00 p.m., New York, NY TimeYork City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the Company and (B) if required by Section 3(c)(v), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). Promptly following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the “Transfer Agent”). On or before the third fifth Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A1) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”X) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and so long as the certificates therefor are not required to bear a legend pursuant to Section 5(c) of the Securities Purchase Agreement, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled entitled, which certificates certificate shall not bear any restrictive legends legend unless the certificate is required to bear such a legend pursuant to Section 5(c) of the Rule 144Securities Purchase Agreement, and (2) pay to the Holder in cash an amount equal to the sum of (A) the amount of any accrued and unpaid Interest on the applicable Conversion Amount being converted through the Conversion Date and (B) any accrued and unpaid Late Charges on such Conversion Amount and Interest. Delivery of physical certificates shall be deemed to have been made if delivered personally or when delivered to a nationally recognized overnight carrier. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedAmount, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“"Rule 144”") and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount a Preferred Share into shares of Common Stock on any date after the Closing Date (a "“Conversion Date"”), the a Holder shall deliver (A) transmit by emailvia, facsimile (electronic mail or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion of the Preferred Shares subject to such conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCorporation. Within three (3) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Corporation the original certificates representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Corporation shall transmit by electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Corporation’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the "Securities Exchange Act of 1934, (the “Exchange Act”) or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Date"Deadline”), the Company Corporation shall (A1) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the The Depository Trust Company's Corporation’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the such Holder shall be entitled to the such Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission system at Custodian system, or (B2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock to which the such Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion and the outstanding Principal of this Note pursuant is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company Corporation shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver to the holder such Holder (or its designee) a new Note Preferred Share Certificate representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (Ax) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Company's transfer agent (the “Transfer Agent Agent”) is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission At Custodian system or (By) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 16(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder's account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. In the event that the Holder elects to convert a portion of the Principal amount of this Note prior to any applicable Installment Date, the Conversion Amount so converted shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) for delivery via DTC to the transferee in connection with any sale of Conversion Shares with respect to which the Holder has entered into a contract for sale and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount portion of the Outstanding Balance into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third (3rd) Business Day (as defined below) following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 1933, as amended, (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144to federal or state securities laws. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount Outstanding Balance being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. “Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any the Optional Conversion Amount into shares of Class A Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such datewithin one business day after completion of the IPO, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the CompanyiPower. On or before the third fifth Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company iPower shall (A) if legends are not required to be placed on certificates of Class A Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Class A Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Class A Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Class A Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, email or facsimile with confirmation of delivery (or otherwise deliver)deliver by method set forth in Section 8), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal balance of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal balance not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt by the Company of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Ordinary Shares and provided that the Company’s U.S. transfer agent (the “Transfer Agent Agent”) is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders beneficial owner of such shares Ordinary Shares by the Company, with respect to any dividend or other distributions payable on the Ordinary Shares with a record date between the date of Common Stock upon the transmission of a Conversion Notice and the issuance of the relevant Ordinary Shares issuable pursuant to such Conversion Notice. In connection with any conversion of a Conversion Amount into Ordinary Shares on a Conversion Date, the Company shall, on the relevant Share Delivery Date, set off (verrekenen) its debt under the Note to pay such Conversion Amount against its receivable from the Holder to pay up in full, and satisfy the issue price, for the relevant Ordinary Shares issuable upon such conversion (and, for that purpose, such issue price shall be the same amount as the Conversion Amount).

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A II (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Optional Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyHightimes. On or before the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Hightimes shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC"Company(“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Optional Conversion Amount being converted, then the Company Hightimes shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.. Hightimes Convertible Note – Sept 2018

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program (the “FAST Program”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer FAST Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. Before any issuances of shares of Common Stock may be made in connection with any conversion (x) under the DTC FAST Program or (y) pursuant to a Conversion Notice requesting that a certificate be issued without a restrictive legend, the Company may, in its sole discretion, require an opinion of counsel for the Holder that such transfer is exempt from the registration requirements of the Securities Act. If the Company determines that a restrictive legend is required in connection with any issuance of Common Stock pursuant to a Conversion Notice, the following legend shall appear on such certificate(s): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, WITH RESPECT TO WHICH THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To With effect only from the date that is one (1) year following the Closing Date, the Holder may convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"), the Holder shall ”) by (A) transmit transmitting by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if the Security is a Certificated Security surrendering this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date")Notice, the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant transmit by facsimile a notice addressed to the then existing provisions Holder and the Company’s transfer agent (the “Transfer Agent”) confirming (i) receipt of Rule 144 such Conversion Notice and (ii) the method by which the Company intends to satisfy its Conversion Obligation in accordance with the Indenture (in satisfaction of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock ’s obligation to which notify the Holder shall be entitled to the Holder's or of its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Bchosen conversion method under Section 7.6(a) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144Indenture). If this Note is physically surrendered for conversion and the outstanding Principal balance of this Note (together with any accrued and unpaid Interest) is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable after, and in no event later than three (3) Business Trading Days after following, receipt of this Note and Note, in each case at its own expense, issue issue, and the Trustee shall authenticate and deliver to the holder Holder, a new Note (in accordance with Section 14(d)) representing the outstanding Principal balance of the Note not converted. For the avoidance of doubt, any accrued and unpaid Interest on the outstanding Principal balance of the Note not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Conversion NoticeAmount converted shall be deducted from the aggregate amount of the outstanding Principal balance of the Note and any accrued and unpaid Interest thereon for the purposes of calculating future Interest payments due on the Note pursuant to Section 2 following such partial conversion.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates book-entry registrations of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatebook-entry registrations, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates Common Shares shall bear a restrictive legend unless not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section ‎(3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates book-entry registrations of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatebook-entry registrations, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates Common Shares shall bear a restrictive legend unless not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyKairos Pharma. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Kairos Pharma shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 4:00 p.m., New YorkDallas, NY TimeTX time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii), cause this Note to be delivered to the Company as soon as practicable on or following such date. On or before 4:00 p.m., Dallas, TX time, on the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder (at the facsimile number provided in the Conversion Notice) and the Company’s transfer agent, if any (the “Transfer Agent”). On or before 4:00 p.m., Dallas, TX time, on the third (3rd) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") DTC Fast Automated Securities Transfer Program, cause the Transfer Agent to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission system At Custodian (“DWAC”) system, or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or if the Holder otherwise requests, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 13(d)), representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date")Notice, the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system DTC, or (B) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note principal is greater than the Principal principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal principal not converted. The Person individual, corporation, partnership, limited liability company, limited liability partnership, trust, association, organization or Persons other entity (each a “Person”) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. For the purposes hereof, the term “Business Day” means any day except any Saturday, any Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of California are authorized or required by law or other governmental action to close.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the CompanyAcres. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company Acres shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Conversion Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 before 5:00 p.m., New York, NY Atlanta Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or provide an indemnification undertaking acceptable to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third second (2nd) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date")Notice, the Company shall (A) if legends are not required to be placed on certificates transmit by facsimile a confirmation of Common Stock pursuant receipt of such Conversion Notice to the then existing provisions Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date of Rule 144 receipt of a Conversion Notice, the Securities Act of 1933 Company shall: (“Rule 144”x) and provided that (1) the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and (2) the Registration Condition is satisfied, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be entitled to the Holder's or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission at Custodian system or (By) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or if the Registration Condition is not satisfied, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designeeHolder, for the number of shares of Common Stock Conversion Shares to which the Holder shall be entitled which certificates entitled, provided, however, that such certificate shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE. Notwithstanding anything herein to the contrary, the Company shall not bear be obligated to issue any restrictive legends unless required pursuant the Rule 144. If Conversion Shares until this Note is physically surrendered for conversion to the Company, or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an indemnification undertaking acceptable to the Company to indemnify the Company from any loss incurred by it in connection therewith. If the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three four (34) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 14(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion NoticeShares.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile electronic mail (or otherwise deliver), for receipt delivery on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "a “Conversion Notice"”) to the Company and (B) if required by Section 3(c)(iii), but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft, destruction or mutilation in compliance with the procedures set forth in Section 18(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the third Business first (1st) Trading Day following the date of receipt delivery of a Conversion Notice, the Company shall transmit by electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the "“Transfer Agent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder has delivered the applicable Conversion Notice to the Company (a “Share Delivery Date"”), the Company shall (Ax) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and (A) the applicable Conversion Shares are subject to an effective resale registration statement in favor of the Holder or (B) if converted at a time when Rule 144 shall then be available for resale of the applicable Conversion Shares by the Holder (without the need for current public information under Rule 144(c)), credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal Agent Commission system At Custodian system, or (By) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, if converted at a time when Rule 144 would not be available for resale of the applicable Conversion Shares by the Holder without compliance with Rule 144(c), either (x) issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion or (y) direct the Transfer Agent to issue such number of shares of Common Stock to which certificates the Holder shall not bear any restrictive legends unless required be entitled pursuant to such conversion in uncertificated form in the Rule 144Transfer Agent’s direct registration system. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission applicable Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates (or issuance of shares in the Transfer Agent’s direct registration system) evidencing such Conversion Shares, as the case may be. The Company’s obligations to issue and deliver shares of Common Stock in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. While any Notes are outstanding, the Company shall use its reasonable best efforts to use a Conversion NoticeTransfer Agent that participates in the DTC Fast Automated Securities Transfer Program.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date that the Holder is permitted to effectuate a conversion pursuant to the terms of this Note (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (facsimile, or otherwise deliver)other form of delivery, for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third (3rd) Business Day following the date of receipt Holder’s transmission of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) or any other applicable exemption or registration and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and the Holder provides full and complete DTC delivery instructions, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or At Custodian system, (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144 or (C) if a restrictive legend is required to be placed on certificates of Common Stock pursuant to the then existing federal securities laws, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any the applicable restrictive legends unless required pursuant the Rule 144legend. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) unless not required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates or book entry positions of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or if restrictive legends are required to be placed on certificates or book entry positions of Common Stock, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book- entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business 3rd Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 or book entry of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct the transfer agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be placed on certificates or book-entry positions of the Common Shares, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Purchase Agreement and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to Section 2(g) of the Rule 144Securities Purchase Agreement. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert At the option of the Payee, at any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt time on or prior to 11:59 p.m.the Maturity Date, New Yorkany amounts outstanding under this Note (or any portion thereof), NY Timemay be converted into warrants to purchase shares of Class A common stock of the Maker at a conversion price (the “Conversion Price”), on equal to $1.00 per warrant (“Warrants”). If the Payee elects such dateconversion, a copy the terms of an executed notice of such Warrants issued in connection with such conversion shall be identical to the warrants issued to the Payee in the form attached hereto as Exhibit A private placement that closed on August 25, 2020 (the "Conversion Notice"“Private Placement Warrants”) in connection with the Maker’s initial public offering that closed on August 25, 2020 (the “IPO”), including that each Warrant shall entitle the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to the Companysame adjustments applicable to the Private Placement Warrants. On Before this Note may be converted under this Section 7(a), the Payee shall surrender this Note, duly endorsed, at the office of the Maker and shall state therein the amount of the unpaid principal of this Note to be converted and the name or before names in which the third Business Day following certificates for Warrants are to be issued (or the book-entries to be made to reflect ownership of such Warrants with the Maker’s transfer agent). The conversion shall be deemed to have been made immediately prior to the close of business on the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt surrender of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person person or Persons persons entitled to receive the shares of Common Stock issuable Warrants upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such Warrants as of such date. Each such newly issued Warrant shall include a restricted legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and shares of Common Stock Class A common stock issuable upon exercise of the transmission of a Conversion NoticeWarrants shall constitute “Registrable Securities” pursuant to that certain Amended and Restated Registration Rights Agreement, dated July 19, 2021, among the Maker, Payee and certain other security holders named therein.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile electronic mail (or otherwise deliver), for receipt delivery on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the a "Conversion Notice") to the Company and (B) if required by Section 3(c)(iii), but without delaying the Company's requirement to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft, destruction or mutilation in compliance with the procedures set forth in Section 18(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the third Business first (1st) Trading Day following the date of receipt delivery of a Conversion Notice, the Company shall transmit by electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder has delivered the applicable Conversion Notice to the Company (a "Share Delivery Date"), the Company shall (Ax) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("DTC") Fast Automated Securities Transfer ProgramProgram and (A) the applicable Conversion Shares are subject to an effective resale registration statement in favor of the Holder or (B) if converted at a time when Rule 144 would be available for resale of the applicable Conversion Shares by the Holder, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal Agent Commission system At Custodian system, or (By) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, if converted at a time when Rule 144 would not be available for resale of the applicable Conversion Shares by the Holder, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three two (32) Business Days after receipt delivery of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission applicable Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder's account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. The Company's obligations to issue and deliver shares of Common Stock in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. While any Notes are outstanding, the Company shall use a Conversion Noticetransfer agent that participates in the DTC Fast Automated Securities Transfer Program.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates or the book-entry position of the Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be places on certificates or book-entry positions of the Common Stock, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate (or proof of book-entry from the transfer agent), registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the second Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the principal amount converted shall be deducted from the Installment Amounts relating to the Installment Dates as set forth in the Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date that the Holder is permitted to effectuate a conversion pursuant to the terms of this Note (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (facsimile, or otherwise deliver)other form of delivery, for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third (3rd) Business Day following the date of receipt Holder’s transmission of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) or any other applicable exemption or registration and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and the Holder provides full and complete DTC delivery instructions, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or At Custodian system, (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144.or (C) if a restrictive legend is required to be placed on certificates of Common Stock pursuant to the then existing federal securities laws, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any the applicable restrictive legends unless required pursuant the Rule 144legend. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Class A Common Stock on any date (a "“Conversion Date"“), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Convertible Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Convertible Note in the case of its loss, theft or destruction). On or before 4:00 p.m., New York Time, on the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent, if any (the “Transfer Agent”). On or before 4:00 p.m., New York Time, on the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Agent, if any, is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Class A Common Stock to which the Holder shall be entitled to the Holder's Holder‘s or its designee's designee‘s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or if the foregoing is not applicable, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Class A Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Convertible Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Convertible Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Convertible Note and at its own expense, issue and deliver to the holder a new Convertible Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Class A Common Stock issuable upon a conversion of this Convertible Note shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, email facsimile (or otherwise deliver), ) for receipt on or prior to 11:59 p.m., p.m. New York, NY Time, Time on such date, date a copy of an executed notice of conversion in the form attached hereto her to as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the ·"Share Delivery Date"), the Company Co shall (A) if A)'.if legends are not required to be placed on certificates 'of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, . credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC OTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is A not participating in the DTC OTC Fast Automated Securities Transfer ProgramProgram , issue and deliver to deli the address as specified in the Conversion Notice, Notice a certificate, . registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be s entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, . upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 4(c)(iv), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to Section 2.1(g) of the Rule 144Securities Purchase Agreement. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder Holder or holders Holders of such shares of Common Stock upon the transmission of a Conversion Notice.. Form of Senior Secured Convertible Note

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A II (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 or book entry of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct the transfer agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be placed on certificates or book-entry positions of the Common Shares, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date")Notice, the Company shall shall: (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system DTC; or (B) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled entitled, which certificates shall not bear any restrictive legends unless required pursuant the to Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the remaining outstanding Principal not converted. The Person individual, corporation, partnership, limited liability company, limited liability partnership, trust, association, organization or Persons other entity (each a “Person”) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. For the purposes hereof, the term “Business Day” means any day except any Saturday, any Sunday, any day which shall be a federal legal holiday in the United States, or any day on which banking institutions in the State of Nevada are authorized or required by law or other governmental action to close.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by emailfacsimile or electronic mail (with confirmation of receipt), facsimile (or otherwise deliver), for confirmed receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Purchase Agreement and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to Section 2(g) of the Rule 144Securities Purchase Agreement. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Trading Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares to be converted into ADSs on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A III (the "Conversion Notice") to the CompanyCompany and the Depositary, and (B) if required by Section (4)(d)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on the ADS certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Depositary is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, issue and deposit Ordinary Shares and instruct the Depositary to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled ADSs to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system and Custodian system, as specified in the Conversion Notice or (BY) if the Transfer Agent Depositary is not participating in the DTC Fast Automated Securities Transfer Program, issue and deposit Ordinary Shares and instruct the Depositary to deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which ADSs specified in the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144Conversion Notice. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three five (35) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock ADSs issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock ADSs upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“"Rule 144”") and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTCOTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC OTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC OTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a ofa Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyShuttle Pharma. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Shuttle Pharma shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email with confirmation of receipt (or otherwise deliverdeliver by method set forth in Section 7), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate (or book entry), registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder Holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission receipt of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 5:00 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“ Conversion Notice"Notice “) to the CompanyBorrower. On or before the third Business Day following the date of receipt of a Conversion Notice (the "” Share Delivery Date"Date “), the Company Borrower shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Borrower’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Borrower shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall deliver (A) transmit by emailwhether via facsimile, facsimile (electronic mail or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the Company. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any form of Conversion Notice be required. If required by Section 3(c)(iii), within three (3) Trading Days following a conversion of this Debenture as aforesaid, the Holder shall surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Debenture in the case of its loss, theft or destruction as contemplated by Section 19(b)). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the second (2nd) Trading Day following the "Share Delivery Date")date of receipt of a Conversion Notice, the Company shall (A1) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") DTC Fast Automated Securities Transfer ProgramProgram and further provided that the Registration Statement is then effective or such shares are freely transferable without restriction under Rule 144 under the Securities Act by a Holder who is not an affiliate of the Company, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission at Custodian system or (B2) if the Transfer Agent is conditions set forth in clause (1) are not participating in the DTC Fast Automated Securities Transfer Programsatisfied, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designeedesignee (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for such shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Conversion Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note Debenture is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder Holder (or its designee) a new Note Debenture (in accordance with Section 19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 1 1:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“"Rule 144”") and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTCOTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC OTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this th is Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and the Transfer Agent and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (Ax) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") DTC Fast Automated Securities Transfer ProgramProgram and such Common Shares do not require the placement of any legends restricting transfer of such Common Shares, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (By) if (I) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (II) such Common Shares require the placement of legends restricting the transfer of such Common Shares as required by Section 2(g) of the Securities Purchase Agreement, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the aggregate number of shares of Common Stock Shares to which the Holder shall be entitled entitled, which certificates shall not certificate shall, in the case of clause (II), bear any restrictive legends unless required pursuant a legend in accordance with Section 2(g) of the Rule 144Securities Purchase Agreement. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares Common Shares on the Conversion Date. In addition to the foregoing, on such Share Delivery Date, the sum of (I) the Make-Whole Amount and (II) any accrued and unpaid Interest and Late Charges, if any, (the "Additional Conversion Obligations") on such Conversion Amount and Interest shall be paid to the Holder in Common Stock upon Shares ("Additional Conversion Shares") so long as there has been no Equity Conditions Failure; provided however, that the transmission Company may, at its option following notice to the Holder, pay such Additional Conversion Obligations on any Conversion Date in cash ("Cash Additional Conversion Payment"), or in a combination of a Cash Additional Conversion Payment and Additional Conversion Shares. The Company shall deliver a written notice (each, an "Additional Conversion Election Notice") to the Holder on or prior to the applicable Additional Conversion Notice Due Date (the date such notice is delivered to the Holder, the "Additional Conversion Notice Date") which notice (i) either (A) confirms that Additional Conversion Obligations to be paid on such Conversion Date shall be paid entirely in Additional Conversion Shares or (B) elects to pay the Additional Conversion Obligations as a Cash Additional Conversion Payment or a combination of a Cash Additional Conversion Payment and Additional Conversion Shares and specifies the amount of the Additional Conversion Obligations, if any, that shall be paid as a Cash Additional Conversion Payment and the amount of Additional Conversion Obligations, if any, that shall be paid in Additional Conversion Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Equity Conditions are not satisfied as of the Additional Conversion Notice Date, then unless the Company has elected to pay such Additional Conversion Obligations as a Cash Additional Conversion Payment, the Additional Conversion Notice shall indicate that unless the Holder waives the Equity Conditions, the Additional Conversion Obligations shall be paid as a Cash Additional Conversion Payment. If the Equity Conditions were satisfied as of the Additional Conversion Notice Date but the Equity Conditions are no longer satisfied at any time prior to the Share Delivery Date, the Company shall provide the Holder a subsequent notice to that effect indicating that unless the Holder waives the Equity Conditions, the Additional Conversion Obligations shall be paid in cash. The Additional Conversion Obligations to be paid on such Share Delivery Date in Additional Conversion Shares shall be paid in a number of fully paid and nonassessable Common Shares (rounded to the nearest whole share in accordance with Section 3(a)) equal to the quotient of (1) the amount of Additional Conversion Obligations payable on the applicable Conversion Date less any Cash Additional Conversion Payment paid on the applicable Conversion Date and (2) the Interest Conversion Price in effect on the applicable Conversion Date.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii) hereof, surrender this Note to the Company by sending this Note to the Company using a nationally recognized overnight delivery service (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the third next Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the second (2nd) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall shall, (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer ProgramProgram of DTC, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount not being convertedconverted in full, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal amount of this Note not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyShuttle Pharma. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Shuttle Pharma shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.. Exhibit F – Form of Convertible Note

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 5:00 p.m., New York, NY TimeYork City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the Company and (B) if required by Section 3(c), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). Promptly following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the “Transfer Agent”). On or before the third fifth Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A1) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”X) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and so long as the certificates therefor are not required to bear a legend pursuant to Section 5(c) of the Securities Purchase Agreement, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled entitled, which certificates certificate shall not bear any restrictive legends legend unless the certificate is required to bear such a legend pursuant to Section 5(c) of the Rule 144Securities Purchase Agreement, and (2) pay to the Holder in cash an amount equal to the sum of (A) the amount of any accrued and unpaid Interest on the applicable Conversion Amount being converted through the Conversion Date and (B) any accrued and unpaid Late Charges on such Conversion Amount and Interest. Delivery of physical certificates shall be deemed to have been made if delivered personally or when delivered to a nationally recognized overnight carrier. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedAmount, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares to be converted into ADSs on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A III (the "Conversion Notice") to the CompanyCompany and the Depositary, and (B) if required by Section (4)(d)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on the ADS certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Depositary is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, issue and deposit Ordinary Shares and instruct the Depositary to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled ADSs to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system and Custodian system, as specified in the Conversion Notice or (BY) if the Transfer Agent Depositary is not participating in the DTC Fast Automated Securities Transfer Program, issue and deposit Ordinary Shares and instruct the Depositary to deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which ADSs specified in the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144Conversion Notice. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three five (35) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock ADSs issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock ADSs upon the transmission of a Conversion Notice.. (ii) Company's Failure to Timely Convert. If within three (3) Trading Days after the Company's receipt of a Conversion Notice and any other documentation required by the Depositary, the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC for the number of ADSs to which the Holder is entitled upon such holder's conversion of any Conversion Amount, such event shall constitute a conversion failure, subject to the limitations on conversion outlined in Sections 4(c)(i) and (ii) below (a "Conversion Failure"), provided however, the Company shall get an extension of two Trading Days in the event that a delay occurs through no fault of the Company. (iii)

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 4:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day trading day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days business days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person person or Persons persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanySigning Day Sports. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Signing Day Sports shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates or the book-entry position of the Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be places on certificates or book-entry positions of the Common Stock, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.. 37

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. 2 Insert price equal to 120% of the closing price of the share on the Trading Day immediately prior to the date of the First Closing.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyCadrenal Therapeutics. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Cadrenal Therapeutics shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile electronic mail (or otherwise deliver), for receipt delivery on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "a “Conversion Notice"”) to the Company and (B) if required by Section 3(c)(iii), but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft, destruction or mutilation in compliance with the procedures set forth in Section 17(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the third Business first (1st) Trading Day following the date of receipt delivery of a Conversion Notice, the Company shall transmit by electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the "“Transfer Agent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder has delivered the applicable Conversion Notice to the Company (a “Share Delivery Date"”), the Company shall (Ax) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and (A) the applicable Conversion Shares are subject to an effective resale registration statement in favor of the Holder or (B) if converted at a time when Rule 144 would be available for resale of the applicable Conversion Shares by the Holder, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal Agent Commission system At Custodian system, or (By) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, if converted at a time when Rule 144 would not be available for resale of the applicable Conversion Shares by the Holder, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three two (32) Business Days after receipt delivery of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission applicable Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. The Company’s obligations to issue and deliver shares of Common Stock in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. While any Notes are outstanding, the Company shall use a Conversion Noticetransfer agent that participates in the DTC Fast Automated Securities Transfer Program.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "" Conversion DateDate "), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "" Conversion NoticeNotice ") to the CompanyBorrower. On or before the third Business Day following the date of receipt of a Conversion Notice (the "" Share Delivery DateDate "), the Company Borrower shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust CompanyBorrower's ("DTC" DTC ") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Borrower shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert any Conversion Amount up to the Total Principal Amount, plus accrued but unpaid interest, if any, of this Note, in whole or in part at the option of the Payee, into Class A ordinary shares in the capital of Common Stock on any date the Maker (a "Conversion Date"each, an “Ordinary Share”), at a conversion price of $10.00 per Ordinary Share. The Ordinary Shares shall be identical to the Holder private placement shares issued to the Sponsor at the time of the Maker’s IPO (the “Private Placement Shares”). As promptly as reasonably practicable after notice by the Payee to the Maker to convert the principal balance of this Note, in whole or in part, into Private Placement Shares, which notice, if given, must be given at least five business days prior to the consummation of the Business Combination, and after the Payee’s surrender of this Note, the Maker shall have issued and delivered to the Payee, without any charge to Payee, a share certificate or certificates (Aissued in the name(s) transmit requested by email, facsimile (or otherwise deliverthe Payee), for receipt or shall have made appropriate book-entry notation on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 books and records of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating Maker, in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, each case for the number of shares Private Placement Shares of Common Stock to which the Holder Maker issuable upon the conversion of this Note. The conversion shall be entitled which certificates shall not bear any restrictive legends unless required pursuant deemed to have been made immediately prior to the Rule 144. If this Note is physically surrendered for conversion and close of business on the outstanding Principal of this Note is greater than the Principal portion date of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt surrender of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person person or Persons persons entitled to receive the shares of Common Stock issuable Private Placement Shares upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such shares Private Placement Shares as of Common Stock upon such date. Each such newly issued Private Placement Share shall include restricted legends that contemplates the transmission of a Conversion Noticesame restrictions as the Private Placement Shares that were issued to Payee in connection with the IPO. The Private Placement Shares issuable pursuant to this Note shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated April 6, 2022, by and among the Maker, the Payee and certain other security holders named therein.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 1 1 :59 p.m., New YorkYork , NY N Y Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Com mon Stock pursuant to the then existing provisions of Rule Ru le 144 of the Securities Act of 1933 (“"Rule 144”") and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTCOTC") Fast Automated Securities Transfer Program, credit cred it such aggregate number of shares of Common Com mon Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram , issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless u n less required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shallshall , upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not convertedconverted . The Person or Persons Person’s entitled to receive the shares of Common Com mon Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "Conversion Date"as provided for in Section 3(c), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyOrigin. On or before the third Business Day twentieth (20th) day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Origin shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not convertedSecurities Act. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed conversion notice of conversion in the form attached hereto as Exhibit A Annex 1 (the "“Conversion Notice"”) to the Company in accordance with Section 14 hereof, with a copy to the Company’s transfer agent (the “Transfer Agent”) for the Common Stock, Computershare Trust Co., per notice instructions provided by the Company and (B) if required by Section 3(e), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the third second (2nd) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, Program credit such aggregate number of shares of Common Stock to which the Holder shall be entitled (the “Conversion Shares”) to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144Conversion Shares. If this Note is physically surrendered for conversion as required by Section 3(e) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 7 hereof) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable Conversion Shares upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares on the Conversion Date. Provided that the Holder has fully complied with its obligations hereunder, including, without limitation, delivery of all required documentation, if within three (3) Trading Days after the Company’s and the Transfer Agent’s receipt of Conversion Notice, the Transfer Agent shall fail to issue and deliver to such Holder a certificate representing the Conversion Shares that is free from all restrictive and other legends, and if on or after such trading day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock upon the transmission to deliver in satisfaction of a sale by the Holder of shares of Common Stock that the Holder anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing bid price on the Conversion NoticeDate; provided, however, that the Company shall have no obligation under this provision if the Company has delivered to the Transfer Agent the documentation required to meet its obligations hereunder and the failure of such obligations to be met is the sole responsibility of the Transfer Agent.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) (for which the Holder shall provide an opinion from its counsel that is reasonable acceptable to the Company) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock in connection with a sale, pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144144 and such issuance is not being made in connection with a sale. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(ii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall shall, (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if legends are required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile or electronic mail (or otherwise deliver), for receipt delivery on or prior to 11:59 5:00 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the Company and (B) if required by Section 3(c)(iii), but without delaying the Company's requirement to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). The Holder may also indicate in a Conversion Notice the number of shares of Common Stock it seeks to receive upon conversion of any portion of this Note and the reduction of the Conversion Amount pursuant to such conversion shall be determined at the end of such Conversion Date by multiplying such number of shares of Common Stock by the applicable Conversion Price. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the third first (1st) Business Day following the date of delivery of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date of delivery of a Conversion Notice (the a "Share Delivery Date"), the Company shall (Ax) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission At Custodian system or (By) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt delivery of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission Conversion Date, if such day is a Business Day, and if not, then on the next Business Day, irrespective of a Conversion Noticethe date such shares of Common Stock are credited to the Holder's account with DTC or the date of delivery of the certificates evidencing such shares of Common Stock, as the case may be. ___________________________ 2 Insert the date that is six (6) months following the Issuance Date. 3 Insert the Weighted Average Price of the Common Stock for the five trading days immediately prior to signing definitive documents.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“ Conversion Date"Date “), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“ Conversion Notice"Notice “) to the CompanyBorrower. On or before the third Business Day following the date of receipt of a Conversion Notice (the "“ Share Delivery Date"Date “), the Company Borrower shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Borrower’s ("DTC"“ DTC “) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Borrower shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required, surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third fifth (5th) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Purchase Agreement and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three five (35) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Purchase Agreement and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to Section 2(g) of the Rule 144Securities Purchase Agreement. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. In the event of a partial conversion of this Debenture pursuant hereto, the principal amount converted shall be deducted from the Installment Amounts relating to the Installment Dates as set forth in the Conversion Notice.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyRVeloCITY. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company RVeloCITY shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system system, (B) if legends are required to be placed on certificates of common stock, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall bear any restrictive legends required by Rule 144, or (BC) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled entitled, which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 5:00 p.m., New York, NY TimeYork City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(v), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the third first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the second Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A1) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”X) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and so long as the certificates therefor are not required to bear a legend pursuant to Section 5(c) of the Securities Purchase Agreement, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled entitled, which certificates certificate shall not bear any restrictive legends legend unless the certificate is required to bear such a legend pursuant to Section 5(c) of the Rule 144Securities Purchase Agreement, (2) pay any applicable Make-Whole Amount in accordance with Section 3(c)(iii) and (3) pay to the Holder in cash an amount equal to the sum of (A) the amount of any accrued and unpaid Interest on the applicable Conversion Amount being converted through the Conversion Date and (B) any accrued and unpaid Late Charges on such Conversion Amount and Interest. Delivery of physical certificates shall be deemed to have been made if delivered personally or when delivered to a nationally recognized overnight carrier. If this Note is physically surrendered for conversion as required by Section 3(c)(v) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedAmount, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates or the book-entry position of the Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be places on certificates or book-entry positions of the Common Stock, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock ADSs on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) ADSs and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock ADSs to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock ADSs to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock ADSs issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock ADSs upon the transmission of a Conversion Notice.