Common use of Conversion Price Clause in Contracts

Conversion Price. The “Conversion Price” shall be equal to $1.75 (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to the lesser of (i) 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Automatic Conversion Price”) and (ii) the Conversion Price, subject to Customary Adjustments. Notwithstanding the foregoing, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law

Conversion Price. The “Conversion Price” shall be equal Subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares is $1.75 4.00 per Ordinary Share (the “Base Fixed Conversion Price”). Notwithstanding the foregoing, as such amount may subject to the written approval of Borrower (which approval will deemed to have been given if Borrower duly executes the affirmation on a Conversion Notice), the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares shall be adjusted, from time to time, calculated pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with following formula: a gross aggregate amount of securities sold percentage of not less than $10,000,00075%, excluding any and all indebtedness under this Note that multiplied by the lowest daily VWAP during the period of twenty (20) consecutive Trading Days ending on (i) if the Conversion Notice is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed delivered at or before 4:00 p.m. Eastern Time on a Trading Market Day or at any time on a day that is not a senior exchange such as The NASDAQ Global MarketTrading Day, The NASDAQ Global Select Market, The NASDAQ Capital Marketthe Trading Day immediately preceding the day the Conversion Notice is delivered, or (ii) if the New York Stock Exchange Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a “Qualified Financing”)Conversion, then whether the Base Fixed Conversion Price or the Alternate Conversion Price, shall automatically adjusted to the lesser of (i) 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Automatic Applicable Conversion Price”) and (ii) the Conversion Price, subject to Customary Adjustments). Notwithstanding the foregoing, the Alternate Conversion Price shall not in no event be adjusted below less than $0.15 per Ordinary Share, which minimum amount shall be subject to equitable adjustment in the Floor Price other than as the result event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of the adjustments shares or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit combines its outstanding Ordinary Shares into a Holder’s right to pursue actual damages or declare an Event smaller number of Default pursuant to Article 2 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawshares.”

Conversion Price. The “Conversion Price” shall be equal to $1.75 (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to means the lesser of (i) 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing $5.50 (the “Automatic Fixed Conversion Price”) or (ii) 93% of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Conversion Price”) and (ii) the Conversion Price, shall be subject to Customary Adjustmentsadjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare at any time when an Event of Default pursuant has occurred and is continuing without cure or the Company shall have failed to Article 2 hereof meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company and the Holder Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of Ordinary Shares that would have been delivered using the right to pursue all remedies available to it hereunderApplicable Conversion Price, at law or in equity including, without limitation, a decree minus (B) the number of specific performance and/or injunctive relief. The exercise Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawOrdinary Shares on the Conversion Date ((A-B)*C).

Conversion Price. The “Conversion Price” shall be Subject to adjustments pursuant to Section 7, this Debenture will have an initial conversion price equal to $1.75 15.6269 (such price, as Reset (as defined below) and as adjusted in accordance with Section 7 of this Debenture Section 3.9 of the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "Conversion Price"). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market Price for Shares of Common Stock for the ten (10) Trading Days following such respective date (the “Base "Reset Pricing Period") is lower than the current Conversion Price”, the Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in each case), . The Conversion Price shall not be increased as such amount may be adjusted, from time to time, pursuant to the provisions a result of Section 4.4 hereaftera Reset. All such foregoing determinations will The Market Price for Shares of Common Stock shall be appropriately adjusted for any stock dividendsplits, reverse splits, stock split, stock combination, recapitalization or similar transaction dividends and other dilutive events that proportionately decreases or increases occur during the shares of Common Stock during such measuring periodReset Pricing Period. In addition to the foregoing adjustmentsand in addition to any other rights or remedies which may be available to the Holder hereunder, ifunder the Purchase Agreement and/or the Registration Rights Agreement, if at any time while this Note is outstanding(i) by reason of the Subordination Agreement, the Holder is prevented from exercising its redemption rights or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) the Company consummates an equity financing pursuant fails for any reason to which it sells Additional Shares of Common Stock repurchase the Debenture (or Common Stock Equivalents (collectivelyportion thereof, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding as applicable) or make any and all indebtedness under this Note that is converted into Next Round Securities, and cash payment in accordance with the principal purpose terms of raising capital; providedthis Debenture, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, Purchase Agreement or the New York Stock Exchange (a “Qualified Financing”)Registration Rights Agreement, then the Base Conversion Price, Price shall automatically adjusted be subject to further adjustment so that it shall thereafter be equal to the lesser of (ix) 25% discount the lowest Market Price for Shares of Common Stock during any of the five (5) days prior to the cash price per share paid by date that the other purchasers of Next Round Securities in Holder submits a Conversion Notice (as defined below) to the Qualified Financing (the “Automatic Conversion Price”) Company and (iiy) the Conversion PricePrice otherwise applicable at such time, subject to Customary Adjustmentsfurther adjustment in each case. Notwithstanding Provided, however, that at no such time shall the foregoing, the Conversion Price shall not be adjusted below the Floor Price other than additional shares issuable as the a result of this Section 5(c) result in more than 400,000 shares (as adjusted for stock splits, reverse splits, stock dividends and other dilutive events) that would otherwise be issuable based on the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawthen existing Conversion Price.

Conversion Price. The “Conversion Price” shall be equal to $1.75 (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to means the lesser of (i) 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing $4.00 (the “Automatic Fixed Conversion Price”) or (ii) 92% of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Conversion Price”) and (ii) the Conversion Price, shall be subject to Customary Adjustmentsadjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare at any time when an Event of Default pursuant has occurred and is continuing without cure or the Company shall have failed to Article 2 hereof meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company and the Holder Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of Ordinary Shares that would have been delivered using the right to pursue all remedies available to it hereunderApplicable Conversion Price, at law or in equity including, without limitation, a decree minus (B) the number of specific performance and/or injunctive relief. The exercise Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawOrdinary Shares on the Conversion Date ((A-B)*C).

Conversion Price. The “Conversion Price” shall be equal to $1.75 (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to means the lesser of (i) 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing $30.00 (the “Automatic Fixed Conversion Price”) or (ii) 92% of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Conversion Price”) and (ii) the Conversion Price, shall be subject to Customary Adjustmentsadjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare at any time when an Event of Default pursuant has occurred and is continuing without cure or the Company shall have failed to Article 2 hereof meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company and the Holder Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of Ordinary Shares that would have been delivered using the right to pursue all remedies available to it hereunderApplicable Conversion Price, at law or in equity including, without limitation, a decree minus (B) the number of specific performance and/or injunctive relief. The exercise Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawOrdinary Shares on the Conversion Date ((A-B)*C).

Conversion Price. The “conversion price in effect on any Conversion Price” Date shall be equal sixty percent (60%) of the lowest traded price during the fifteen (15) Trading Days immediately prior to $1.75 the applicable Conversion Date (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant . Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default, the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of Section 4.4 hereafterthis Note into Common Stock at the Conversion Price. Upon the occurrence of an Event of Default, without any further action on the part of the Company or the Holder, the Conversion Price shall be reduced to an amount equivalent to fifty percent (50%) of the lowest traded price during the fifteen (15) Trading Days immediately prior to the applicable Conversion Date. All such foregoing determinations will to be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization reclassification, or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to the lesser of (i) 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Automatic Conversion Price”) and (ii) the Conversion Price, subject to Customary Adjustments. Notwithstanding the foregoing, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a HolderH▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal die same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.

Conversion Price. i. The “Conversion Price” Price (A) on the first Trading Day following the BC Closing Date until the first Trading Day prior to the 12-Month Anniversary shall be equal $10.00, provided that the Conversion Price shall be adjusted on each Trading Day to $1.75 the lowest per share price to the public in any Conversion Reset Offering consummated by the Company prior to the 12-Month Anniversary, subject to clause (the “Base Conversion Price”C), as such amount may and (B) commencing on the 12-Month Anniversary shall be adjusted, from time adjusted on each Trading Day to time, pursuant to equal the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to the lesser lower of (i) 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Automatic Conversion Price”) $3.00 and (ii) the lowest per share price to the public in any Conversion PriceReset Offering consummated by the Company, subject to Customary Adjustments. Notwithstanding clause (C); provided that, (C) upon the foregoingoccurrence of any Conversion Reset Offering, the Conversion Price shall not may, in the Company’s sole discretion, be adjusted below to a price lower than the Floor Price other than as Conversion Reset Offering price (the result of the adjustments or readjustments pursuant to Section 4.4 hereof“Conversion Price”). Nothing herein shall limit a Holder▇▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 Section 5 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. ii. If the Company exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Company effects a share combination, the Conversion Price shall be adjusted based on the following formula: CR1 = CR0 × OS1 OS0 where, CR0 = the Conversion Price in effect immediately prior to the open of business on the record date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable; CR1 = the Conversion Price in effect immediately after the open of business on such record date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such record date or effective date, as applicable, before giving effect to such dividend, distribution, share split or share combination; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable.

Conversion Price. The “Conversion Price” shall be equal to $1.75 0.10 (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to the lesser of (i) 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Automatic Conversion Price”) and (ii) the Conversion Price, subject to Customary Adjustments. Notwithstanding the foregoing, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law

Conversion Price. The “As used herein, the term Conversion Price” Price shall be equal to $1.75 (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to the lesser product of (i) 25% discount to the cash average closing bid quotation of the Common Stock as reported on the over-the-counter market, or the closing sale price per share paid by if listed on a national securities exchange, for the other purchasers five (5) trading days immediately preceding the date of Next Round Securities in the Qualified Financing (the “Automatic Conversion Price”) and (ii) the Conversion Price, subject Notice referred to Customary Adjustmentsin Section 3(e) below multiplied by (ii).75. Notwithstanding the foregoing, the Conversion Price shall, in no event, be less than $1.50 (the "Minimum Conversion Price"); provided, however, that the Minimum Conversion Price shall not be adjusted below subject to reduction as follows: (i) in the Floor event that during the period commencing June 1, 1997 through December 31, 1997 (the "Adjustment Period") the Corporation fails to ship 2,500 projectors (i.e., 417 projectors per month, the "Monthly Shipment") or fails to receive $12,500,000 in projector revenues (i.e., $2,085,000 per month, the "Monthly Revenues") then, the Minimum Conversion Price other than shall be reduced by $.50; provided, however, that in the event that the Company fails to either ship during any month of the Adjustment Period, the Monthly Shipment, or fails to generate during any month of the Adjustment Period the Monthly Revenues, the Minimum Conversion Price shall be reduced by $.083 (the "Monthly Reduction"); provided, further, that in any month after there has been one or more Monthly Reductions during the Adjustment Period (a "Subsequent Month"), the aggregate Monthly Shipments during the Adjustment Period or the aggregate Monthly Revenues during the Adjustment Period equal or exceed the shipments or revenues, as the result of case may be, that the adjustments or readjustments pursuant Company was required to Section 4.4 hereof. Nothing herein shall limit have achieved, on a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof and the Holder shall have the right to pursue all remedies available to it hereundercumulative basis, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise as of any such rights Subsequent Month, then notwithstanding any reduction in the Minimum Conversion Price due to the fact that the Company previously failed to achieve either the Monthly Shipments or Monthly Revenues for a particular month or months, the Minimum Conversion Price shall not prohibit be restored to $1.50 until such time that the Holder from seeking Company fails to enforce damages pursuant achieve Monthly Shipments and Monthly Revenues during a month during the Adjustment Period, in which event, the Minimum Conversion Price shall be appropriately reduced by the Monthly Reduction, subject to any other Section hereof or under applicable lawthe foregoing provisions.

Conversion Price. (i) The “initial Conversion Price” shall Price will be equal $12.90. In order to $1.75 (prevent dilution of the “Base conversion rights granted under the Convertible Notes, the Conversion Price”), as such amount may Price will be adjusted, subject to adjustment from time to timetime as provided in this Section 5(b). (ii) If and whenever on or after the original date of issuance of this Convertible Note the Company issues or sells, or in accordance with Section 5(c) is deemed to have issued or sold, any Conversion Stock for a consideration per share which is less than the Conversion Price in effect immediately prior to such issuance or sale, then immediately upon such issue or sale or deemed issue or sale the Conversion Price will be reduced to the Conversion Price determined by dividing (A) an amount equal to the sum of (x) the product derived by multiplying the Conversion Price in effect immediately prior to such issue or sale or deemed issue or sale by the number of shares of Conversion Stock Deemed Outstanding immediately prior to such issue or sale or deemed issue or sale, plus (y) the consideration, if any, received by the Company upon such issue or sale or deemed issue or sale, by (B) the number of shares of Conversion Stock Deemed Outstanding immediately after such issue or sale or deemed issue or sale; provided that no adjustment in the Conversion Price will be made pursuant to this Section 5(b) in connection with any Exempt Issuance. (iii) If, as of July 1, 1998, the provisions Alternative Market Price per share of Section 4.4 hereafter. All Common Stock (such foregoing determinations will amount per share, the "July 1998 Alternative Market Price") is less than $10.75 per share (such number to be appropriately adjusted for any stock dividendsplit, reverse stock split, stock combination, recapitalization dividend or similar transaction that proportionately decreases other subdivision or increases the shares combination of Common Stock during such measuring period. In addition after the original date of issuance of this Convertible Note), then the Conversion Price shall be reduced to an amount equal to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capitalJuly 1998 Alternative Market Price multiplied by 120%; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to the lesser of (i) 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Automatic Conversion Price”) and (ii) the Conversion Price, subject to Customary Adjustments. Notwithstanding the foregoing, no event will the Conversion Price shall not be increased pursuant to this Section 5(b)(iii); provided, further, that in no event will the Conversion Price be decreased below $11.40 (such number to be proportionately adjusted below along with the Floor Conversion Price other than as if the result of the adjustments or readjustments Conversion Price is adjusted pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event 5(b)(ii) after the original date of Default issuance of this Convertible Note) pursuant to Article 2 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other this Section hereof or under applicable law5(b)(iii).

Conversion Price. The “conversion price in effect on any Conversion Price” Date shall be equal to $1.75 0.50 per share, subject to adjustment herein (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustmentsaddition, if, at any time while this Note is outstandingon each Trigger Date, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round SecuritiesConversion Price shall be reduced, and with the principal purpose of raising capital; providedonly reduced, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to the lesser of (ix) 25% discount the then Conversion Price, as adjusted and taking into consideration any prior resets, or (y) the average of the two lowest VWAPs during the 10 Trading Days immediately prior to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing each such Trigger Date (the “Automatic Reset Conversion Price”, which shall thereafter be the new Conversion Price, subject to further adjustment hereunder, and each such 10 Trading Day period shall be referred to herein as a “Measurement Period”). The Company shall notify each Holder of the applicable adjustment to the Conversion Price as of such date (a “Trigger Date Adjustment Notice”). For purposes of clarification, whether or not the Company provides a Trigger Date Adjustment Notice pursuant to this Section 4(b), Holder shall receive a number of Conversion Shares based upon the Conversion Price as adjusted pursuant to this Section, regardless of whether a Holder accurately refers to such price in any Notice of Conversion. For clarity and avoidance of doubt, the Holder is not subject to any trading restrictions during a Measurement Period. Notwithstanding the foregoing, in no event shall the Reset Conversion Price be reduced pursuant to this Section 4(b) or Section 5(b) below to less than $0.25 per share, subject to adjustment for reverse stock splits and the like (the “Minimum Conversion Price”) and (ii) in no event shall the number of Conversion Shares issuable hereunder exceed the principal amount of this Debenture divided by the Minimum Conversion Price. For purposes of clarification, in no event shall the number of Conversion Shares issuable pursuant to Conversion of this Debenture exceed [___________] shares, subject to Customary Adjustments. Notwithstanding the foregoing, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof adjustment for reverse stock splits and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawlike.

Conversion Price. The conversion price for each conversion shall be $.87. The Lender may choose the Alternate Conversion Price equal to 80% of the lowest Trading Prices (as defined below) during the previous forty (40) Trading Day period ending on the latest complete Trading Day prior to Notice of Conversion (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, similar events and Conversion Adjustments as set forth in this Note) as reported on the Nasdaq, OTCQB or applicable trading market or as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or as reported on the principal securities exchange or trading market where such security is listed or traded. In the event the Company receives a Notice of Conversion that elects the Alternate Conversion Price, the Company may, at its option, elect to satisfy its obligation under such conversion with payment in cash in an amount equal to 110% of the conversion amount. Once the registration statement is effective, Company shall provide standing instructions to the Holder on whether Company will be electing the cash payment over conversion so as to avoid unnecessary time and expense for Holder in prepare all documentation necessary for a conversion. Company may change their standing instructions by providing 60 days notice to the Holder. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. At any time after the note is funded, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under all Note. If in the case of both of the above, an additional cumulative 25% discount shall apply. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date, an additional 15% discount will be attributed to the Conversion Price. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC Pink, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be equal responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to $1.75 the Borrower or Borrower’s transfer agent, the Common Stock has a closing bid which is 5% or lower than the closing bid price on the day the Notice of Conversion was submitted. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the “Base Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. Notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such amount Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price and (ii) a 20% discount to the offering price to investors in the Primary Offering. The Borrower shall provide the Holder no less than ten (10) business days’ notice of the anticipated closing of a Primary Offering and an opportunity to exercise its conversion rights in connection therewith. To the extent the Conversion Price is below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided however that the Borrower agrees to honor all conversions submitted pending this increase. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be adjustedincreased to include Additional Principal, from time where “Additional Principal” means such additional amount to time, pursuant be added to the provisions Conversion Amount to the extent necessary to cause the number of Section 4.4 hereafterconversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. All such foregoing determinations will be appropriately adjusted for any stock dividendIn the event the Borrower has a DTC “Chill” on its shares, stock splitan additional discount of ten percent (10%) shall apply to the Conversion Price while that “Chill” is in effect. For purposes of this section, stock combinationin determining the number of outstanding shares of Common Stock, recapitalization or similar transaction that proportionately decreases or increases a Holder may rely on the number of outstanding shares of Common Stock during such measuring periodas reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. In addition Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the foregoing adjustmentsHolder the number of shares of Common Stock then outstanding. Each time, if, at any time while this Note is outstanding, the Company consummates an equity financing Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to which it sells Additional Shares of Common Stock a settlement or Common Stock Equivalents otherwise) at a discount to market greater than the Conversion Price in effect at that time (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and prior to all indebtedness under this Note that is converted into Next Round Securities, and with other applicable adjustments in the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”Note), then the Base Conversion Price, Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the lesser of Borrower enters into a Section 3(a)(9) transaction (i) 25% discount including but not limited to the cash price issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. The Conversion Price is subject to full ratchet anti-dilution in the event that the Company issues any Common Stock at a per share paid by price lower than the other purchasers of Next Round Securities in the Qualified Financing Conversion Price (the each a “Automatic Conversion Dilutive Price”) and (ii) then in effect, provided, however, that Holder shall have the sole discretion in deciding whether to utilize such Dilutive Price instead of the Conversion PricePrice otherwise in effect at the time of the respective conversion. Holder shall be entitled to deduct one thousand nine hundred dollars from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, subject to Customary Adjustments. Notwithstanding then at the foregoingsole discretion of the Holder, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder shall have to the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefpar value price. The exercise of any such rights Conversion Price in this Note shall not prohibit cross apply to all notes or Notes that the Holder from seeking has with the Company that were entered into prior to enforce damages pursuant to any other Section hereof or under applicable lawthis Note.

Conversion Price. The “Conversion Price” conversion price for each conversion shall be equal to the lesser of (i) $1.75 .1625 or (ii) 80% of the lowest Volume Weighted Average Price (“VWAP”) the lowest Volume Weighted Average Price (“VWAP”) during the previous ten (10) Trading Day period ending on the Trading Day prior to the Conversion Date (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, similar events and Conversion Adjustments as set forth in this Note) as reported on the Nasdaq, NYSE, OTCQB or applicable trading market or as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or as reported on the principal securities exchange or trading market where such security is listed or traded or, if no VWAP of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “Base pink sheets” by the National Quotation Bureau, Inc. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. At any time after the note is funded, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes. If in the case that the Borrower’s Common Stock is not trading on a listed exchange, an additional 15% discount shall apply for all future conversions under all Note. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under all Note. If in the case of both of the above, an additional cumulative 25% discount shall apply. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date, an additional 15% discount will be attributed to the Conversion Price. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Nasdaq, NYSE, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Borrower or Borrower’s transfer agent, the Common Stock has a closing bid which is 5% or lower than the closing bid price on the day the Notice of Conversion was submitted. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. Notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such amount Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price and (ii) a 20% discount to the offering price to investors in the Primary Offering. The Borrower shall provide the Holder no less than ten (10) business days’ notice of the anticipated closing of a Primary Offering and an opportunity to exercise its conversion rights in connection therewith. To the extent the Conversion Price is below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided however that the Borrower agrees to honor all conversions submitted pending this increase. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be adjustedincreased to include Additional Principal, from time where “Additional Principal” means such additional amount to time, pursuant be added to the provisions Conversion Amount to the extent necessary to cause the number of Section 4.4 hereafterconversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. All such foregoing determinations will be appropriately adjusted for any stock dividendIn the event the Borrower has a DTC “Chill” on its shares, stock splitan additional discount of ten percent (10%) shall apply to the Conversion Price while that “Chill” is in effect. For purposes of this section, stock combinationin determining the number of outstanding shares of Common Stock, recapitalization or similar transaction that proportionately decreases or increases a Holder may rely on the number of outstanding shares of Common Stock during such measuring periodas reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. In addition Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the foregoing adjustmentsHolder the number of shares of Common Stock then outstanding. Each time, if, at any time while this Note is outstanding, the Company consummates an equity financing Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to which it sells Additional Shares of Common Stock a settlement or Common Stock Equivalents otherwise) at a discount to market greater than the Conversion Price in effect at that time (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and prior to all indebtedness under this Note that is converted into Next Round Securities, and with other applicable adjustments in the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”Note), then the Base Conversion Price, Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the lesser of Borrower enters into a Section 3(a)(9) transaction (i) 25% discount including but not limited to the cash price issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. The Conversion Price is subject to full ratchet anti-dilution in the event that the Company issues any Common Stock at a per share paid by price lower than the other purchasers of Next Round Securities in the Qualified Financing Conversion Price (the each a “Automatic Conversion Dilutive Price”) and (ii) then in effect, provided, however, that Holder shall have the sole discretion in deciding whether to utilize such Dilutive Price instead of the Conversion PricePrice otherwise in effect at the time of the respective conversion. Holder shall be entitled to deduct one thousand nine hundred dollars from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, subject to Customary Adjustments. Notwithstanding then at the foregoingsole discretion of the Holder, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof hereunder may equal such par value for such conversion and the Holder shall Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall Conversion Price not prohibit been adjusted by the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawthe par value price.

Conversion Price. The “conversion price in effect on any Conversion Price” Date shall be equal to $1.75 50% of the lowest traded price of the Common Stock for the twenty Trading Days prior to such Conversion Date subject to adjustment herein (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations The Conversion Price will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization reclassification or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition Notwithstanding anything herein to the foregoing adjustments, ifcontrary, at any time while after the occurrence of any Event of Default the Holder may, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Debenture into Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with at the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Default Conversion Price, shall automatically adjusted to the lesser of (i) 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Automatic Conversion Price”) and (ii) the Conversion Price, subject to Customary Adjustments. Notwithstanding the foregoing, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a HolderH▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. 2. R▇▇▇▇ ▇▇▇▇▇▇ and V▇▇▇▇▇ ▇▇▇▇▇ shall have entered into a Stock Pledge Agreement in favor of Bezalel Partners LLC in the form of Stock Pledge Agreement attached hereto as Exhibit A. 3. The Holders hereby consent to the Company’s sale of a $200,000.00 principal amount Convertible Debenture Due July 20, 2021 at par value to R & T Sports Marketing, Inc. 4. Each Holder warrants and represents that each Holder is the beneficial owner of the portion of the Convertible Debt set forth on the signature page below, free and clear of all mortgages, pledges, restrictions, liens, charges, encumbrances, security interests, obligations or other claims and has the authority to enter into this Amendment. 5. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Convertible Debentures. All initial capitalized terms used in this Amendment shall have the same meaning as set forth in the Convertible Debentures unless otherwise provided. Except as specifically modified hereby, all of the provisions of the Convertible Debentures which are not in conflict with the terms of this Amendment shall remain in full force and effect.

Conversion Price. The conversion price for each conversion shall be $1.50. The Lender may choose the Alternate Conversion Price equal to 85% of the average of the three lowest Trading Prices (as defined below) during the previous ten (10) Trading Day period ending on the latest complete Trading Day prior to Notice of Conversion (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, similar events and Conversion Adjustments as set forth in this Note) as reported on the Nasdaq, OTCQB or applicable trading market or as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or as reported on the principal securities exchange or trading market where such security is listed or traded. In the event the Company receives a Notice of Conversion that elects the Alternate Conversion Price, the Company may, at its option, elect to satisfy its obligation under such conversion with payment in cash in an amount equal to 110% of the conversion amount. Once the registration statement is effective, Company shall provide standing instructions to the Holder on whether Company will be electing the cash payment over conversion so as to avoid unnecessary time and expense for Holder in prepare all documentation necessary for a conversion. Company may change their standing instructions by providing 60 days notice to the Holder. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. At any time after the note is funded, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under all Note. If in the case of both of the above, an additional cumulative 25% discount shall apply. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date, an additional 15% discount will be attributed to the Conversion Price. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC Pink, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be equal responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to $1.75 the Borrower or Borrower’s transfer agent, the Common Stock has a closing bid which is 5% or lower than the closing bid price on the day the Notice of Conversion was submitted. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the “Base Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. Notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such amount Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price and (ii) a 20% discount to the offering price to investors in the Primary Offering. The Borrower shall provide the Holder no less than ten (10) business days’ notice of the anticipated closing of a Primary Offering and an opportunity to exercise its conversion rights in connection therewith. To the extent the Conversion Price is below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided however that the Borrower agrees to honor all conversions submitted pending this increase. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be adjustedincreased to include Additional Principal, from time where “Additional Principal” means such additional amount to time, pursuant be added to the provisions Conversion Amount to the extent necessary to cause the number of Section 4.4 hereafterconversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. All such foregoing determinations will be appropriately adjusted for any stock dividendIn the event the Borrower has a DTC “Chill” on its shares, stock splitan additional discount of ten percent (10%) shall apply to the Conversion Price while that “Chill” is in effect. For purposes of this section, stock combinationin determining the number of outstanding shares of Common Stock, recapitalization or similar transaction that proportionately decreases or increases a Holder may rely on the number of outstanding shares of Common Stock during such measuring periodas reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. In addition Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the foregoing adjustmentsHolder the number of shares of Common Stock then outstanding. Each time, if, at any time while this Note is outstanding, the Company consummates an equity financing Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to which it sells Additional Shares of Common Stock a settlement or Common Stock Equivalents otherwise) at a discount to market greater than the Conversion Price in effect at that time (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and prior to all indebtedness under this Note that is converted into Next Round Securities, and with other applicable adjustments in the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”Note), then the Base Conversion Price, Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the lesser of Borrower enters into a Section 3(a)(9) transaction (i) 25% discount including but not limited to the cash price issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. The Conversion Price is subject to full ratchet anti-dilution in the event that the Company issues any Common Stock at a per share paid by price lower than the other purchasers of Next Round Securities in the Qualified Financing Conversion Price (the each a “Automatic Conversion Dilutive Price”) and (ii) then in effect, provided, however, that Holder shall have the sole discretion in deciding whether to utilize such Dilutive Price instead of the Conversion PricePrice otherwise in effect at the time of the respective conversion. Holder shall be entitled to deduct one thousand nine hundred dollars from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, subject to Customary Adjustments. Notwithstanding then at the foregoingsole discretion of the Holder, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof hereunder may equal such par value for such conversion and the Holder shall Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall Conversion Price not prohibit been adjusted by the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawthe par value price.

Conversion Price. The “Conversion Price” conversion price for each conversion shall be equal to $1.75 the lesser of (i) .22 or (ii) 80% of the average of the 5 lowest trading prices of the common stock during the previous twenty (20) Trading Day period ending on the Trading Day prior to the Conversion Date (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, similar events and Conversion Adjustments as set forth in this Note) as reported on the Nasdaq, NYSE, OTCQB or applicable trading market or as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or as reported on the principal securities exchange or trading market where such security is listed or traded or, if no VWAP of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “Base pink sheets” by the National Quotation Bureau, Inc. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. At any time after the note is funded, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under all Note. If in the case that the Borrower’s Common Stock is not trading on a listed exchange, an additional 15% discount shall apply for all future conversions under all Note. If in the case of both of the above, an additional cumulative 25% discount shall apply. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date, an additional 15% discount will be attributed to the Conversion Price. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Nasdaq, NYSE, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Borrower or Borrower’s transfer agent, the Common Stock has a closing bid which is 5% or lower than the closing bid price on the day the Notice of Conversion was submitted. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. Notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such amount Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price and (ii) a 20% discount to the offering price to investors in the Primary Offering. The Borrower shall provide the Holder no less than ten (10) business days’ notice of the anticipated closing of a Primary Offering and an opportunity to exercise its conversion rights in connection therewith. To the extent the Conversion Price is below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided however that the Borrower agrees to honor all conversions submitted pending this increase. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be adjustedincreased to include Additional Principal, from time where “Additional Principal” means such additional amount to time, pursuant be added to the provisions Conversion Amount to the extent necessary to cause the number of Section 4.4 hereafterconversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. All such foregoing determinations will be appropriately adjusted for any stock dividendIn the event the Borrower has a DTC “Chill” on its shares, stock splitan additional discount of ten percent (10%) shall apply to the Conversion Price while that “Chill” is in effect. For purposes of this section, stock combinationin determining the number of outstanding shares of Common Stock, recapitalization or similar transaction that proportionately decreases or increases a Holder may rely on the number of outstanding shares of Common Stock during such measuring periodas reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. In addition Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the foregoing adjustmentsHolder the number of shares of Common Stock then outstanding. Each time, if, at any time while this Note is outstanding, the Company consummates an equity financing Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to which it sells Additional Shares of Common Stock a settlement or Common Stock Equivalents otherwise) at a discount to market greater than the Conversion Price in effect at that time (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and prior to all indebtedness under this Note that is converted into Next Round Securities, and with other applicable adjustments in the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”Note), then the Base Conversion Price, Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the lesser of Borrower enters into a Section 3(a)(9) transaction (i) 25% discount including but not limited to the cash price issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. The Conversion Price is subject to full ratchet anti-dilution in the event that the Company issues any Common Stock at a per share paid by price lower than the other purchasers of Next Round Securities in the Qualified Financing Conversion Price (the each a “Automatic Conversion Dilutive Price”) and (ii) then in effect, provided, however, that Holder shall have the sole discretion in deciding whether to utilize such Dilutive Price instead of the Conversion PricePrice otherwise in effect at the time of the respective conversion. Holder shall be entitled to deduct one thousand nine hundred dollars from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, subject to Customary Adjustments. Notwithstanding then at the foregoingsole discretion of the Holder, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof hereunder may equal such par value for such conversion and the Holder shall Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall Conversion Price not prohibit been adjusted by the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawthe par value price.

Conversion Price. The “conversion price in effect on any Conversion Price” Date shall be equal sixty percent (60%) of the lowest traded price during the fifteen (15) Trading Days immediately prior to $1.75 the applicable Conversion Date (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant . Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default, the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of Section 4.4 hereafterthis Note into Common Stock at the Conversion Price. Upon the occurrence of any other Event of Default, without any further action on the part of the Company or the Holder, the Conversion Price shall be reduced to an amount equivalent to fifty percent (50%) of the lowest traded price during the fifteen (15) Trading Days immediately prior to the applicable Conversion Date. All such foregoing determinations will to be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization reclassification, or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to the lesser of (i) 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Automatic Conversion Price”) and (ii) the Conversion Price, subject to Customary Adjustments. Notwithstanding the foregoing, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder▇▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.

Conversion Price. The “conversion price in effect on any Conversion Price” Date shall be equal to $1.75 0.92 per share, subject to adjustment herein (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustmentsaddition, if, at any time while this Note is outstandingon each Trigger Date, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round SecuritiesConversion Price shall be reduced, and with the principal purpose of raising capital; providedonly reduced, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to the lesser of (ix) 25% discount the then Conversion Price, as adjusted and taking into consideration any prior resets, or (y) the average of the two lowest VWAPs during the 10 Trading Days immediately prior to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing each such Trigger Date (the “Automatic Reset Conversion Price”, which shall thereafter be the new Conversion Price, subject to further adjustment hereunder, and each such 10 Trading Day period shall be referred to herein as a “Measurement Period”). The Company shall notify each Holder of the applicable adjustment to the Conversion Price as of such date (a “Trigger Date Adjustment Notice”). For purposes of clarification, whether or not the Company provides a Trigger Date Adjustment Notice pursuant to this Section 4(b), Holder shall receive a number of Conversion Shares based upon the Conversion Price as adjusted pursuant to this Section, regardless of whether a Holder accurately refers to such price in any Notice of Conversion. For clarity and avoidance of doubt, the Holder is not subject to any trading restrictions during a Measurement Period. Notwithstanding the foregoing, in no event shall the Reset Conversion Price be reduced pursuant to this Section 4(b) or Section 5(b) below to less than $0.20 per share, subject to adjustment for reverse stock splits and the like (the “Minimum Conversion Price”) and (ii) in no event shall the number of Conversion Shares issuable hereunder exceed the principal amount of this Debenture divided by the Minimum Conversion Price. For purposes of clarification, in no event shall the number of Conversion Shares issuable pursuant to Conversion of this Debenture exceed 5,000,000 shares, subject to Customary Adjustments. Notwithstanding the foregoing, the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof adjustment for reverse stock splits and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawlike.

Conversion Price. The “Conversion Price” shall be equal to $1.75 3.50 (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,0005,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to the lesser of (i) 2530% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Automatic Conversion Price”) and (ii) the Base Conversion Price, subject to Customary Adjustments. Notwithstanding the foregoing, the Conversion Price shall not be adjusted below the Floor lower of the Automatic Conversion Price or the Base Conversion Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law,