Common use of Conversion Clause in Contracts

Conversion. If at any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles).

Conversion. If (a) The Holder shall have the right at any timetime prior to the Maturity Date or a Prepayment Date to convert in whole or in part the unpaid principal of this Note, Funder’s ownership and accrued and unpaid interest thereon, into such number of fully-paid and nonassessable shares of Common Stock as is determined by dividing the aggregate amount of principal and interest to be converted by the conversion price in effect on the date this Note is surrendered for conversion (the "Conversion Price"); provided, that, following any Prepayment Date, a Holder shall continue to have the right to convert any principal of this Note that remains unpaid, together with accrued and unpaid interest thereon. The initial Conversion Price shall be $2.75 per share capital of Common Stock. Such initial Conversion Price shall be subject to adjustment as set forth in Paragraph 4. (b) The Holder shall notify the Company on an issued and outstanding basis falls or is reasonably expected of its intention to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any a portion of this Note pursuant to this Paragraph 3. 1. Within five (5) Business Days after the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number date of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher notice of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullintention, the Company shall deliver a thirty (30) days prior written notice to the FunderHolder a certificate, or shorter notice if thirty signed by the Company's Chief Executive Officer and Chief Financial Officer, to the effect that: (30i) days is not practically possible, of any contemplated Trigger Event. The conversion right since the end of the Funder described Company's most recently completed fiscal year, there has been no material adverse change in this Section ‎2the business, shall not apply in case the Funder’s ownership assets, properties, liabilities, condition (financial or otherwise) or results of the share capital operations of the Company on an issued and outstanding basis falls below 50.1% due to exercise or any of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), its subsidiaries; (ii) there is no material action, suit or proceeding, or governmental inquiry or investigation, pending, or, to the best of the Company's knowledge, threatened, against the Company or any of its subsidiaries; and (iii) neither the Company nor, to the best of the definition Company's knowledge, any other party thereto is in default in any material respect of any of its obligations under any material agreement or contract of the Company. If, for any reason, the Company is unable to certify as to any of the above matters, it shall so notify the Holder, and shall deliver a Deemed Liquidation certificate as to the remaining matters, within such five (as such term is defined in 5) Business Day period. The delivery of any certificate by the Articles)Company to the Holder pursuant to this Paragraph 3.1(b) shall not obligate the Holder to convert this Note.

Conversion. If at any 5.1 Subject to the Lockup Period and Clause 5.9, the Noteholders may, in their absolute discretion, from time to time, Funder’s ownership by one or more Conversion Notices to the Company, elect to Convert such portion of the share capital principal amount of the Advance and/or any interest thereon, as is specified in each Conversion Notice. 5.2 Upon receipt of any Conversion Notice, the Company will allot and issue to the Noteholders (in the manner specified in the Conversion Notice) the Applicable Percentage of such number of Ordinary Shares (rounded down to the nearest whole share) as is equal to the aggregate of the Conversion Amount and the Conversion Repayment Fee (the “Total Conversion Amount”), the Total Conversion Amount being divided by the Fixed Premium Placing Price and the relevant number of Ordinary Shares being Admitted in accordance with Clause 5.5. 5.3 The relevant repayment fee payable by the Company to the Noteholders in their Applicable Percentage arising from a Conversion will be reduced from the Repayment Fee to a sum representing five (5) per cent of the principal amount of the Advance or Advances then outstanding and to be repaid by the Company (the “Conversion Repayment Fee”). 5.4 For the avoidance of doubt, any Conversion may relate to principal only, interest only or both principal and interest. 5.5 Any amount to be satisfied pursuant to a Conversion shall not be satisfied until such time as the allotment and issue of the relevant number of Ordinary Shares to the Noteholders (in the manner specified in the Conversion Notice) has been completed. Such Ordinary Shares shall be allotted and issued as soon as practicable and in any event by no later than the five (5thth) Trading Day following the date of the relevant Conversion Notice. 5.6 The Company acknowledges and agrees that, following delivery of a Conversion Notice, each Noteholder may, subject to Clause 10, sell any or all of the Ordinary Shares to be issued to it pursuant to such Conversion Notice prior to the delivery of such Ordinary Shares to the Noteholders. 5.7 If any Reorganisation takes place after the date of this Agreement such amendments to the Fixed Premium Placing Price shall be made as the auditors of the Company on an issued shall certify to be fair and outstanding basis falls or is reasonable. The Company shall procure that its auditors are instructed to determine any such changes as soon as reasonably expected practicable upon any such Reorganisation taking effect and to fall below 50.1%report such changes to the Noteholders and the Company in writing, solely in default of which the Noteholders may instruct such expert as a result of the exercise of existing or future options it sees fit to make such determination. The Company’s auditors (or an equivalent instrument) or such expert as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted is appointed by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”Noteholders) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid acting as experts and not as arbitrators and their determination shall, in the absence of manifest error, be final and binding on the parties. The fees of the Company's auditors (and such expert as is appointed by the Noteholders) shall be borne by the Company. 5.8 If prior to the Maturity Date the Company issues and allots new Ordinary Shares (“New Share Issuance”) in the Company at price per share below the time Reference Price then the Fixed Premium Placing Price shall be amended to 110% of conversionthe price per share of the relevant New Share Issuance. For as long as the Principal amount has not been repaid avoidance of doubt the exercise of any warrants granted prior to the date of this Agreement or converted the exercise of any options in full, the Company shall deliver not be deemed a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, New Share Issuance. 5.9 Each Noteholder agrees that no more than 63.3% of any contemplated Trigger EventAdvance (being principal and interest) may be converted at the Fixed Premium Placing Price. The conversion right Accordingly, and as a worked example, no more than £950,000 of the Funder described in this Section ‎2, shall not apply in case Initial Advance may be converted at the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)Fixed Premium Placing Price.

Conversion. If at any time, Funder’s ownership A Holder of a Note may convert the share capital principal amount of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options such Note (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion thereof equal to $1,000 or any integral multiple of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”$1,000 in excess thereof) into shares of Common Stock, subject to the Company’s most senior class conditions to conversion set forth in Section 4.1 through 4.14 of Preferred Shares the Indenture; provided, however, that subject to the relevant provisions of the Indenture, the Company and Ribapharm may satisfy their obligation with respect to any demand for conversion by delivering Common Stock, cash or a combination of cash and Common Stock; provided, however, that if the Note subject to conversion is called for redemption or submitted by the Holder for purchase on a Repurchase Date or upon a Change in Control, the conversion right shall terminate at the close of business on the Business Day immediately preceding the Repurchase Date or the Change in Control Purchase Date, as the case may be, for such Note or such earlier date as the Holder presents such Note for redemption or purchase (unless the Company and Ribapharm shall default in making the redemption payment, or in paying the Repurchase Price or Change in Control Purchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is redeemed or purchased, as the case may be). The initial Conversion Rate is 31.6336 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment under certain circumstances as provided in the Indenture. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Closing Price (as such term is defined under in the Company’s then current articles Indenture) of association, as may be amended from time to time (the “Articles”) existing Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Note, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such conversionnotice to a Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The number If interest is then payable in the Notes, Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any record date for the payment of interest to the opening of business on the next succeeding interest payment date (excluding Notes or portions thereof called for redemption on a Redemption Date during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day and, with respect to Notes to be repurchased upon a Change in Control, except to the extent that the Company and Ribapharm have specified a date for repurchase of such shares Notes upon a Change in Control that is after a record date and on or prior to the date that is one Business Day after the next interest payment date) shall also be issued upon such conversion shall be accompanied by payment in funds acceptable by the Company and Ribapharm in an amount equal to the quotient obtained interest payable on such interest payment date on the principal amount of such Note then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Note, subject to the provisions of this Indenture relating to the payment of defaulted interest by dividing the Convertible Amount by Company and Ribapharm. If the Company or Ribapharm default in the payment of interest payable on such interest payment date, the Company and Ribapharm shall promptly repay such funds to such Holder. A Holder may convert a price per share portion of a Note equal to $1,000 principal amount or any integral multiple thereof. A Note in respect of which a Holder had delivered a Repurchase Notice or Change in Control Purchase Notice exercising the higher option of such Holder to require the Company and Ribapharm to purchase such Note may be converted only if the Repurchase Notice or Change in Control Purchase Notice, as the case may be, is withdrawn in accordance with the terms of the Indenture. If (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i)reclassifies its Common Stock, (ii) the Company or Ribapharm are a party to a consolidation or merger or (iii) the Company or Ribapharm conveys its properties and assets substantially as an entirety to any other Person, the right to convert this Note into shares of Common Stock may be changed into the right to convert it into securities, cash or other assets of the definition of a Deemed Liquidation (as Company and Ribapharm or such term is defined other Person, in each case in accordance with the Articles)Indenture.

Conversion. If at (a) At the Holder’s option any time, Funder’s ownership and all portions of this Debenture and any and all accrued and unpaid Interest may be converted into the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted common stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class , $0.0001 par value per share, and any securities into which such common stock may hereafter be reclassified (“Common Stock”). The Holder shall deliver to Company notice of Preferred Shares such conversion (as “Conversion Notice”) at any time prior to or on the Maturity Date. (b) The Debenture shall be convertible into such term is defined under the Company’s then current articles number of association, as may be amended from time to time Common Stock (the “ArticlesDebenture Shares”) existing immediately prior to such conversion. The number of such shares to as will be issued upon such conversion shall be equal to the quotient obtained determined by dividing the Convertible Amount principal amount of the Debenture, and all accrued Interest, if any, by a price per share equal the Per Share Conversion Price. The Per Share Conversion Price equals One Dollar ten cents ($1.10), subject to the higher of (i) the Original Issue Price adjustment for any reverse or forward stock splits, stock dividends, stock combinations and other similar transactions of the Preferred B Common Stock that may occur after the date of this Agreement. (c) The Company agrees that such D▇▇▇▇▇▇▇▇ Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at issued to the time of conversion. For as long Holder as the Principal amount has not been repaid or converted in full, record holder of such shares as of the Company close of business on the date of the Holder’s issuance of the Conversion Notice (the “Conversion Notice Date”). A stock certificate for the shares of Common Stock shall deliver a thirty (30) days prior written notice be delivered to the Funder, Holder within ten (10) trading days following the Conversion Notice Date. No adjustments shall be made to the number of shares issuable upon conversion of this Debenture for any cash dividends paid or shorter notice if thirty payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Debenture Shares. (30d) days is not practically possible, of any contemplated Trigger Event. The conversion right of Company hereby agrees that the Funder described in this Section ‎2, Holder shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (have certain registration rights as such term is defined set forth in the Articles)Settlement Agreement.

Conversion. If at any time(a) The Holder agrees, Funder’s ownership of on or prior to June 30, 2013 (the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger EventTermination Date”), Funder maysubject to the conditions set forth herein, to convert the Holder’s Conversion Amount into the number of Shares set forth on Schedule A, in its sole discretion, convert all or any portion accordance with the terms and conditions of the outstanding Principal amount Note issued in the name of the Holder. Provided that the Conversion Notice (such portion of Principal amount that as defined in the Note) is so convertedreceived on or prior to the Termination Date, at the Closing (as defined below), the “Convertible Amount”) into Company shall issue a Warrant to purchase that number of shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time Common Stock (the “ArticlesWarrant Shares”) existing immediately prior equal to such conversion. The 75% of the number of such shares to be Shares issued upon such conversion shall be equal to the quotient obtained by dividing Holder in connection with the Convertible Amount by a price per share equal Conversion, as set forth beside the Holder’s name on Schedule A. The Shares and Warrant are collectively referred to herein as the higher of “Securities.” (ib) the Original Issue Price The consummation of the Preferred B Shares –transactions contemplated by this Agreement shall take place at a closing (or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent"Closing") on the Original Issue Price date on which the last of the Companyconditions set forth in Section 4 below are fulfilled, but in all cases on or before June 30, 2013. If the Closing does not occur on or before the Termination Date, the Holder shall retain all rights to convert the Holder’s most senior class Notes pursuant to the terms of Preferred Shares at conditions of the time Notes, but this Agreement shall have no further force and effect and the Holder shall have no right to receive the Warrant or the Warrant Shares. Upon the Holder’s execution of conversion that are issued in a bona fide financingthis Agreement prior to the Termination Date, so that, following such conversion, Funder the Holder shall regain 50.1% deliver the Conversion Notice and its Note for cancellation and within five business days of Company’s issued receipt of the Conversion Notice and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullNote for cancellation, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections Holder (i), ) certificates representing the Shares to which the Holder is entitled as a result of such Conversion and (ii) or (iii) the Warrant representing the Warrant Shares to which the Holder is entitled as a result of such Conversion. From and after the delivery of the definition Securities, the Notes shall be cancelled. After the Closing, the Company shall have no further obligation to pay either cash or Common Stock, other than the Shares and, upon exercise of the Warrant, the Warrants Shares, for principal, interest or any other fees due under the Notes to the Holder. If a Deemed Liquidation Holder has lost its Notes and is unable to deliver its Notes, it shall immediately submit an affidavit of loss and indemnity agreement so that the Notes may be replaced and deemed cancelled in accordance with the terms hereof (as such term is defined in the Articleseach a “Lost Note Affidavit”).

Conversion. If 3.1 At any time after the Financing Date until this Note is no longer outstanding, this Note may be converted into Conversion Shares at any time and from time-to-time, Funder’s ownership in whole or in part, at the option of the share capital of Holder. The Holder shall effect conversions by delivering to the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely the form of Notice of Conversion attached hereto as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors Annex A (a “Trigger EventNotice of Conversion”), Funder may, in its sole discretion, convert all or specifying therein the amount of principal to be converted and the date on which such conversion is to be effected (a “Conversion Date”); provided that the date upon which any portion such conversion may be effected may not be less than 5 calendar days following the date of delivery of the outstanding Principal amount (such portion Notice of Principal amount Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is delivered to the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender the Note to the Company unless the entire principal amount of this Note has been so converted, . Conversions hereunder shall have the “Convertible Amount”) into shares effect of lowering the Company’s most senior class outstanding principal amount of Preferred Shares (as such term is defined under this Note in an amount equal to the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 10 business days of receipt of such notice. The Holder, by acceptance of this Note, acknowledges and agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. 3.2 The number of such shares to be issued Conversion Shares issuable upon such a conversion of any outstanding principal under the Note shall be equal to determined by the quotient obtained by dividing the Convertible Amount (x) by a price per share (y) where (x) is equal to the higher amount of outstanding principal to be converted and (iy) the Original Issue Price of the Preferred B Shares –(or is the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articleshereinafter defined); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full. 3.3 Not later than five Trading Days after any Conversion Date, the Company shall will deliver a thirty (30) days prior written notice to the Funder, Holder a certificate or shorter notice if thirty certificates representing the Conversion Shares (30bearing such legends as may be required by applicable law and those required by the Subscription Agreement) days is not practically possible, representing the number of Conversion Shares being acquired upon the conversion of Note. 3.4 The conversion price (the “Conversion Price”) in effect on any contemplated Trigger EventConversion Date shall be shall mean 75% of the average Closing Prices for the ten Trading Days immediately preceding the Conversion Date. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)."

Conversion. If Holder may, at its option exercisable by written notice to the Company at any timetime prior to the maturity Date, Funder’s ownership elect to convert all outstanding principal and accrued interest on this Note into shares of Conversion Stock, subject to the following terms: (a) Notwithstanding subsection (b) hereunder. (i) in the event that the Conversion Exchange Rate is lower than the Initial Exchange Rate, then all outstanding principal and accrued interest on this Note shall be convertible, at the option of the share capital of Holder in whole and at one time only, at any time after the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result date of issuance of restrictedthis Note, shares, restricted stock units (or an equivalent instruments) under into shares of Conversion Stock at a price per Conversion Share equal to the Company’s 2018 Share Option Plan or an equivalent plan adopted Conversion Price multiplied by the Company’s board Initial Exchange Rate and, additionally, the Holder shall have the right to receive in cash in Korean Won in an amount equal to the Foreign Exchange Adjustment; and (ii) in the event that the Conversion Exchange Rate is greater than or equal to the Initial Exchange state, then all outstanding principal and accrued interest on this Note shall be convertible, at the option of directors (the Holder in whole and at one time only, at any time after the date of issuance of this Note, into shares of Conversion Stock at a “Trigger Event”price per Conversion Share equal to the Conversion Price multiplied by the Conversion Exchange Rate and, additionally, the Holder shall have the right to purchase additional Conversion Shares, at such price per Conversion Share, such that the Holder, through conversion of this Note and such purchase of additional Conversion Shares, receives the same number of Conversion Shares as Holder would have received had the Note been converted at the Conversion Price multiplied by the Initial Exchange Rate. Upon conversion pursuant to this Section 2.1(a), Funder may▇▇▇▇▇▇ will deliver the original Note to the Company and will execute and deliver to the Company at the Closing such stock purchase agreement, in its sole discretioninvestors’ rights agreement, convert all or any portion of co-sale agreement, voting and/or other agreements as are entered into by the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares other purchasers of the Company’s most senior class of Series F Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)Stock .

Conversion. If (a) At the Payee’s option, at any time, Funder’s ownership time prior to payment in full of the share capital principal balance of this Note, the Company on an issued and outstanding basis falls or is reasonably expected Payee may elect to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal principal amount (such portion of Principal amount this Note into that is so converted, the “Convertible Amount”) into number of shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “ArticlesConversion Shares”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of to: (i) the Original Issue Price portion of the Preferred B Shares –(or the Conversion Price principal amount of the Preferred B SharesNote being converted pursuant to this Section 15, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and divided by (ii) $10.00, rounded up to the nearest whole number; provided, however, that the principal amount of any Working Capital Promissory Notes converted shall not exceed in the aggregate $300,000. Each Conversion Share shall have the same terms and conditions as the private placement shares issued by the Maker to the Payee pursuant to a price private placement, as described in Maker’s Registration Statement on Form S-1 (333-253171). The Conversion Shares and any other equity security of Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in that reflects a discount certain Registration and Shareholder Rights Agreement, dated as of 20% March 9, 2021, among the Company, the Payees and the other parties thereto. (twenty percentb) on the Original Issue Price Upon any complete or partial conversion of the Company’s most senior class principal amount of Preferred Shares at the time of conversion that are issued in a bona fide financingthis Note, so that, following (i) such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount principal amount shall be deemed to be repaid at the time so converted and such converted portion of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company this Note shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued become fully paid and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i)satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Shares, (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the definition of a Deemed Liquidation (surrendered Note, Maker shall deliver to Payee the Conversion Shares, which shall bear such legends as such term is defined are required, in the Articles)opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) The Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Shares upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Payee in connection with any such conversion. (d) The Conversion Shares shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.

Conversion. If Subject to the terms and conditions of this Agreement, at any time, Funder’s ownership the Closing and concurrently with the sale and purchase of the share capital Series C Closing Shares, the entire CB Principal and any and all accumulated but unpaid interest thereon as of January 31, 2019 (the “Conversion Price”) shall, upon election of Evergreen, be converted into (and the Company shall issue) such number of Series C Preferred Shares of the Company to be issued to Evergreen as set forth opposite Evergreen’s name on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time Schedule II attached hereto (the “ArticlesConverted Shares”) existing immediately prior ). Immediately following the issuance of the Converted Shares pursuant to such conversionthis Section 1.2 and the issuance of a deed of release by Evergreen, the Company shall be released from all its ongoing obligations and liabilities under the Convertible Promissory Notes. The number of such shares to the Converted Shares shall be issued upon such conversion determined by dividing (i) the Conversion Price by (ii) the price per share of the Converted Shares which shall be equal to 95% of the quotient obtained by dividing the Convertible Amount by a purchase price per share equal to the higher of (i) the Original Issue Price of the Preferred B Series C Closing Shares –purchased by other Investors (or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower other than the Original Issue Price) (as such terms are defined in the ArticlesHolding Entity); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital No fractional shares of the Company on an will be issued to Evergreen. Notwithstanding the foregoing, the conversion of the Converted Shares shall be regarded as being completed upon Evergreen’s issuance of a conversion notice and outstanding basis falls below 50.1% due a deed of release to exercise the Company (the “Conversion Date”). For the avoidance of options or an equivalent instrument doubt, from the date of Closing (as defined below) until the Conversion Date, no interest shall be accrued under the Convertible Promissory Notes. The capitalization table of the Company immediately prior to, to and contingent upon, a consummation of subsections (i), (ii) or (iii) of after the definition of a Deemed Liquidation (Closing is enclosed hereto as such term is defined in the Articles)Schedule I-C and Schedule I-D respectively.

Conversion. If a) At any time after the earliest of: (i) the occurrence and continuance of an Event of Default, (ii) consummation of a Qualified Subsequent Financing, and (iii) on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information, until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into Conversion Shares, at the option of the Holder, at any time, Funder’s ownership of the share capital of the Company on an issued time and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (subject to the “Articles”conversion limitations set forth in Section 4(d) existing immediately prior to such conversionhereof). The number Holder shall effect conversions by delivering to the Company a Notice of such shares Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note, and amount of accrued and unpaid interest (if any), to be issued upon converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such applicable conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount Holder and the Company shall be deemed maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to be repaid at any Notice of Conversion within one Business Days of delivery of such Notice of Conversion, stating the time basis of conversionsuch objection and citing the relevant Section of this Note upon which such objection is based. For as long as In the Principal amount has not been repaid event of any dispute or converted in fulldiscrepancy, the Company and the Holder shall deliver a thirty (30) days prior written notice work to resolve such dispute or discrepancy to the Funder, or shorter notice if thirty (30) days is not practically possible, mutual satisfaction of any contemplated Trigger Eventboth parties. The conversion right Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the Funder described in provisions of this Section ‎2paragraph, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition following conversion of a Deemed Liquidation (as such term is defined in portion of this Note, the Articles)unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. If at any time, Funder’s ownership (a) The unpaid principal amount of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert this Note plus all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) accrued interest thereon shall be convertible into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or Common Stock at the Conversion Price of $.045 per share, at the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price option of the Company’s most senior class of Preferred Shares Holder, in whole at the any time of conversion that are issued or in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capitalpart from time to time. The Convertible Amount Holder shall effect conversions by surrendering the Note to be converted to the Company, together with the form of notice attached hereto as Appendix I (“Notice of Conversion”). Each Notice of Conversion shall specify the amount of principal and accrued interest to be converted. The date on which such conversion is to be effected (the “Conversion Date”) shall be deemed to as set forth in Section 2(g). Each Notice of Conversion, once given, shall be repaid at irrevocable. If the time Holder is converting less than all of conversion. For as long as the Principal principal amount has not been repaid or converted in fullrepresented by this Note, the Company shall deliver a thirty (30) days prior written notice to the FunderHolder a new Note for such principal amount as has not been converted within ten (10) Business Days of the Conversion Date. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. (b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date, (i) a certificate or shorter notice certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if thirty (30) days is not practically possibleany, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any contemplated Trigger Eventloss incurred by it in connection with such loss, theft or destruction. (c) The Company covenants and agrees that it shall, at all times, reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder of this Note, such number of shares of Common Stock as shall be issuable upon the conversion of the aggregate principal amount of the outstanding Notes. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issuance, be duly and validly authorized and issued and fully paid and non-assessable. (d) No fractional shares of Common Stock shall be issuable upon a conversion right hereunder and the number of shares to be issued shall be rounded up or down to the nearest whole share. (e) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the Funder described in this Section ‎2issuance or delivery of such certificate, provided that the Company shall not apply be required to pay any tax that may be payable in case respect of any transfer involved in the Funder’s ownership issuance and delivery of any such certificate upon conversion in a name other than that of the share capital Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (f) The Note converted into Common Stock shall be canceled upon conversion. (g) Each Notice of Conversion shall be given to the Company pursuant to Section 8 and shall be effected on an issued and outstanding basis falls below 50.1% due the Business Day on which it is deemed so given if given no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed given to exercise the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of Conversion will be effected on the definition of a Deemed Liquidation (as such term is defined in the Articles)next following Business Day.

Conversion. If at any time, Funder’s ownership (a) The unpaid principal amount of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert this Note plus all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) accrued interest thereon shall be convertible into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or Common Stock at the Conversion Price of $.05 per share, at the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price option of the Company’s most senior class of Preferred Shares Holder, in whole at the any time of conversion that are issued or in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capitalpart from time to time. The Convertible Amount Holder shall effect conversions by surrendering the Note to be converted to the Company, together with the form of notice attached hereto as Appendix I (“Notice of Conversion”). Each Notice of Conversion shall specify the amount of principal and accrued interest to be converted. The date on which such conversion is to be effected (the “Conversion Date”) shall be deemed to as set forth in Section 2(g). Each Notice of Conversion, once given, shall be repaid at irrevocable. If the time Holder is converting less than all of conversion. For as long as the Principal principal amount has not been repaid or converted in fullrepresented by this Note, the Company shall deliver a thirty (30) days prior written notice to the FunderHolder a new Note for such principal amount as has not been converted within ten (10) Business Days of the Conversion Date. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. (b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date, (i) a certificate or shorter notice certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if thirty (30) days is not practically possibleany, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any contemplated Trigger Eventloss incurred by it in connection with such loss, theft or destruction. (c) The Company covenants and agrees that it shall, at all times, reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder of this Note, such number of shares of Common Stock as shall be issuable upon the conversion of the aggregate principal amount of the outstanding Notes. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issuance, be duly and validly authorized and issued and fully paid and non-assessable. (d) No fractional shares of Common Stock shall be issuable upon a conversion right hereunder and the number of shares to be issued shall be rounded up or down to the nearest whole share. (e) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the Funder described in this Section ‎2issuance or delivery of such certificate, provided that the Company shall not apply be required to pay any tax that may be payable in case respect of any transfer involved in the Funder’s ownership issuance and delivery of any such certificate upon conversion in a name other than that of the share capital Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (f) The Note converted into Common Stock shall be canceled upon conversion. (g) Each Notice of Conversion shall be given to the Company pursuant to Section 8 and shall be effected on an issued and outstanding basis falls below 50.1% due the Business Day on which it is deemed so given if given no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed given to exercise the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of Conversion will be effected on the definition of a Deemed Liquidation (as such term is defined in the Articles)next following Business Day.

Conversion. If at (a) (i) At any time, Funder’s ownership until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall be convertible into shares of Common Stock at a price of Fifty Percent (50%) of the share capital average closing bid price, determined on the then current trading market for the Common Stock, for the ten Business Days prior to the Conversion Date, (the “Set Price”), at the option of the Holder, in whole or in part, at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (a “Notice of Conversion”), specifying the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be five Business Days following the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company or a notarized affidavit of lost debenture regarding this Debenture. The Company shall deliver any objection to any Notice of Conversion within two Business Days of receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Company on an issued shall be controlling and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result determinative in the absence of manifest error. If the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under Company does not issue the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of Common Stock underlying this Debenture after receipt of a Notice of Conversion within five (5) Business days following the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullperiod allowed for any objection, the Company shall deliver a thirty (30) days prior written notice to be responsible for any differential in the Funder, or shorter notice if thirty (30) days value of the converted shares of Common Stock underlying this Debenture between the value of the closing price on the date which is not practically possible, ten Business Days after the Conversion Date and the date the shares of any contemplated Trigger EventCommon Stock are delivered. The conversion right Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the Funder described in provisions of this Section ‎2paragraph, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition following conversion of a Deemed Liquidation (as such term is defined in portion of this Debenture, the Articles)unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Conversion. If Subject to and in compliance with the provisions contained herein, the Holder is entitled, at its option, at any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number the close of such shares to be issued upon such conversion shall be equal to business on the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher later of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) Maturity Date (as such terms are defined in the Articles); same may be extended pursuant to Section 6.f. below) and (ii) a price in the event that reflects a discount the entire remaining principal amount of 20% (twenty percent) this Note is not repaid in full on the Original Issue Price Maturity Date, the date that the entire remaining principal amount of this Note is repaid, or in case this Note or some portion hereof shall have been called for prepayment prior to such date, then, in respect of this Note or such portion hereof, until and including, but not after, the close of business within 30 days of the date of notice of prepayment, to convert the principal amount of and any unpaid interest on this Note (or any portion thereof), into fully paid and nonassessable shares (calculated as to each conversion to the nearest share) of common stock (the “Conversion Shares”) of the Company by surrender of this Note, duly endorsed (if so required by the Company’s most senior class ) at its offices, accompanied by written notice to the Company, in the form set forth below, that the Holder elects to convert this Note or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted. The principal amount of Preferred this Note to be converted by the Holder shall be convertible into the Conversion Shares at the time rate of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital$0.70 per Share. The Convertible Amount No fractional Conversion Shares shall be deemed to be repaid issued, and the Company shall pay therefor in cash the fair value of the fractional Conversion Share at the time of conversion. For as long as If the Principal Company does not intend to repay this Note on the Maturity Date or expects to default in the payment of the principal amount has not been repaid or converted in fullof this Note on the Maturity Date, the Company shall deliver a thirty (30) provide the Holder with written notice not less than 5 business days prior written notice to the FunderMaturity Date. Thereafter, or shorter the Company shall provide the Holder with not less than 30 days notice if thirty (30) days is not practically possible, prior to repayment of any contemplated Trigger Event. The conversion right principal amount of this note in accordance with Section 3 so that the Funder described Holder has an opportunity to covert this Note prior to repayment in this Section ‎2, shall not apply in case accordance with the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)terms hereof.

Conversion. If (a) In accordance with the provisions of this Section 5, at any time, Funder’s ownership the option of the share capital of Holder, the Company outstanding principal amount due hereunder shall be converted on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%the Maturity Date, solely as a result of the exercise of existing or future options in whole but not in part, into shares (or an equivalent instrument) or as a result of issuance of restrictedindividually, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so convertedShare” and collectively, the “Convertible AmountShares”) into shares of the Company’s most senior class common stock, $0.001 par value per share (the “Common Stock”). The initial conversion price is $3.50 per share of Preferred the Common Stock (the “Conversion Price”). (b) No fractional Shares shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder upon conversion of this Note, the Company shall pay the cash not converted in lieu of a fractional Share. To convert this Note pursuant to this Section 5, the Holder shall provide to the Company written notice of such conversion at least ten (10) days prior to the Maturity Date, and surrender this Note on or before the Maturity Date, duly endorsed, at the principal office of the Holder. At its expense, the Company shall, as soon as practicable thereafter, deliver to such term is defined under Holder at the address in the Company’s then current articles records for the Holder, a Stock Certificate endorsed to the Holder reflecting the number of association, as may Shares to which the Holder shall be amended from time to time (the “Articles”) existing immediately prior to entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note. The number Such certificate shall bear a legend in proper form, stating substantially as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” In the event of any conversion of this Note pursuant to this Section 5, such shares conversion shall be deemed to be issued have been made on the Maturity Date and on and after such date the Holder of this Note entitled to receive the Shares issuable upon such conversion shall be equal treated for all purposes as the record holder of such Shares. (c) In the event the Company should at any time or from time to time after the quotient obtained by dividing date of issuance hereof fix a record date for the Convertible Amount by effectuation of a price per share equal to the higher of (i) the Original Issue Price split or subdivision of the Preferred B Shares –then outstanding Common Stock, or a stock dividend or distribution on the then outstanding Common Stock, then, as of such record date (or the date of such distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so that the Preferred B Sharesnumber of Shares issuable upon conversion of this Note shall be increased in proportion to such increase of outstanding shares of Common Stock. (d) If the number of shares of the Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, if then, following the record date of such combination, the Conversion Price is lower for this Note shall be appropriately increased so that the number of shares of the Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares of the Common Stock. (e) In case of any consolidation of the Company with, or merger of the Company into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the Holder will have the right to acquire and receive upon conversion of this Note in lieu of the Shares immediately theretofore acquirable upon the conversion of this Note, such shares of stock, securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of the Common Stock immediately theretofore acquirable and receivable upon conversion of this Note had such consolidation, merger or sale or conveyance not taken place. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other than the Original Issue PriceCompany) assumes by written instrument the obligations under this Note and the obligations to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to acquire. (f) The Company shall at all times reserve and keep available out of its authorized but unissued shares of its Common Stock solely for the purpose of effecting the conversion of this Note such number of shares as shall from time to time be sufficient to effect the conversion of this Note; and if at any time the number of authorized but unissued shares of its Common Stock shall not be sufficient to effect the conversion of the entire outstanding principal amount of this Note, in addition to such terms are defined other remedies as shall be available to the Holder, the Company will use its commercially reasonable efforts to take such Company action as may, in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price opinion of the Company’s most senior class counsel, be necessary to increase its authorized but unissued Common Stock to such number of Preferred Shares at the time shares of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount Common Stock as shall be deemed to be repaid at sufficient for such purposes. (g) Until conversion of this Note the time of conversion. For Holder shall not have any rights as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right stockholder of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)Company.

Conversion. If at (1) At any timetime and from time to time after the Redemption Date, Funder’s ownership the Holder may convert any or all of the share capital Principal and accrued interest thereon then owing to Holder hereunder (the “Indebtedness”) into fully paid and non-assessable common shares of the Company on an issued and outstanding basis falls or is reasonably expected (the “Shares”) at a conversion rate equal to fall below 50.1%one common share for each $0.01 of Indebtedness. Such conversion may be effected by the surrender of a copy of this debenture at the office of the Company, solely accompanied by a written notice of conversion substantially in the form of Schedule “A” hereto signed by the Holder notifying the Company as a result of to the exercise of existing the right of conversion and specifying the amount of Indebtedness in respect of which this debenture is converted and setting forth the name and address of any person in whose name the Shares issuable upon such conversion are to be registered. The Holder may convert this debenture in whole at any time or future options in part from time to time, so long as the Company remains indebted to the Holder hereunder. (2) As promptly as practicable after the surrender of this debenture for conversion, the Company shall issue to the Holder or an equivalent instrument) or as any designated nominee a result certificate representing the number of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert fully paid and non-assessable common shares into which all or any portion of the outstanding Principal Indebtedness hereunder has been converted and, in the event that any amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior remains owing hereunder after giving effect to such conversion. The number , the Company shall issue a new debenture, in form identical to this debenture, in principal amount equal to the amount of such shares unconverted Indebtedness. (3) No fractional share or scrip representing a fractional share shall be required to be issued upon the conversion of this debenture. If the conversion of this debenture would otherwise result in a fractional share, the Company shall, in lieu of issuing such conversion shall be fractional share, pay to the Holder an amount equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price fair market value of the Preferred B Shares –fractional share. (or the Conversion Price 4) The conversion of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount this debenture shall be deemed to have been made at the close of business on the date on which this debenture is surrendered for conversion, so that the Holder’s rights in respect of the converted portion shall terminate at such time, and any person entitled to receive the shares into which the whole or any part of this debenture is converted shall be repaid treated, as between the Company and such person, as having become the holder of record of such shares at such time. (5) If the Company at any time subdivides or consolidates the Shares issuable upon conversion, the Holder shall thereafter be entitled on conversion to receive the Shares to which it was before such subdivision or consolidation entitled, as subdivided or consolidated, and the conversion to receive the Shares to which it was before such subdivision or consolidation entitled, as subdivided or consolidated, and the conversion rate of Indebtedness shall be adjusted accordingly. Any such adjustment shall become effective on the date and at the time that such subdivision or consolidation becomes effective. (6) In case of: (a) any reclassification or change of conversion. For as long as the Principal amount has not been repaid or converted in full, Shares issuable by the Company shall deliver a thirty upon conversion hereunder; (30b) days prior written notice to the Funderany consolidation, merger or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital amalgamation of the Company with or into any other corporation; (c) the sale of the assets of the Company substantially as an entirety to any legal entity followed by a winding up of the Company or a distribution of its assets to the shareholders; or (d) the sale of the assets of the Company substantially as an entirety to any legal entity in exchange for securities in or of such legal entity or any affiliate thereof; the Holder may thereafter convert this debenture (or any portion thereof) into the kind and amount of Shares or other securities and property (or the applicable portion thereof) receivable on an issued and outstanding basis falls below 50.1% due such reclassification, change, consolidation, merger, amalgamation or sale that the Holder would have been entitled to exercise receive thereupon had the Holder been the registered holder of options or an equivalent instrument the number of shares into which this debenture might have been converted immediately prior tothereto. The provisions of this section shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, mergers, amalgamations and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)sales.

Conversion. If (a) Subject to the adjustments provided in this Section 5, at any timethe Holder's election and anytime, Funder’s ownership Holder may convert the Note into an amount of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be 's Common Stock equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 203% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in 's Common Stock, on a bona fide financingfully diluted basis, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed subject to the anti-dilution protections set forth in the Letter Agreement of even date herewith. To the extent that any principal payments are made in respect of the Note and retained by the Holder, the right of Holder to convert the principal amount into the Conversion Shares shall be repaid at reduced proportionately based on the time ratio between the amount of conversionprincipal repayed to the original principal amount of this Note. For as long as It is intended by the Principal foregoing that to the extent the principal amount has not been repaid retired, that the Holder shall be entitled to the dilution protection set forth in Section 4 of the Letter Agreement including without limitation, such that Holder receives an appropriate amount of Conversion Shares up to 3% of the Company's outstanding Common Stock, computed on a fully diluted basis, upon the conclusion of an Initial Public Offering. (b) Notwithstanding anything in this Agreement to the contrary, in order to preserve for Holder the conversion rights set forth above, the following additional provisions shall apply: (i) Prior to any optional prepayment of this Note, Company will provide Lender 10 days written notice of such intent, in which case Holder may notify Company in writing that it is electing to convert all (or converted in fullthe portion subject to prepayment) of this Note into Shares of Common Stock as set forth herein; (ii) In the event of any payment associated with the Collateral Security Agreements, the Company shall deliver a thirty will use its best efforts (30) days prior written notice including requiring any obligors with respect to the FunderCollateral) to notify Holder that a payment has been (or will be) made. In such event, or shorter notice if thirty (30) Holder shall have 10 days is not practically possible, after receipt of any contemplated Trigger Event. The such payment to return the like amount of cash to Company so as to maintain the conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)rights set forth herein.

Conversion. If (a) The outstanding shares of Series A Preferred Stock shall be convertible into shares of Common Stock as is determined by dividing the Stated Value by the Conversion Price as defined below, at the option of the Holder in whole or in part, at any time, Funder’s ownership time commencing on the Issuance Date and through the expiration of the Conversion Period. Any conversion under this Section IV (a) shall be for a minimum Stated Value of $10,000.00 of Series A Preferred Stock. The Holder shall effect conversions by sending the form of conversion notice attached hereto as Appendix I (the "Notice of Conversion") in the manner set forth in Section IV (J). Each Notice of Conversion shall specify the Stated Value of Series A Preferred Stock to be converted. The date on which such conversion is to be effected (the "Conversion Date") shall be on the date the Notice of Conversion is delivered pursuant to Section IV (j) hereof. Except as provided herein, each Notice of Conversion, once given shall be irrevocable. If the Holder is converting less than all of the Stated Value represented by a certificate for the Series A Preferred Stock(s) tendered by the Holder in the notice of Conversion, the Company shall deliver to the Holder a new Series A Preferred Stock certificate for such Stated Value as has not been converted within five (5) Business Days of the Company's receipt of the original Series A Preferred Stock and Notice of Conversion. Upon the entire conversion of the Series A Preferred Stock or the redemption of the Series A Preferred Stock, Series A Preferred Stock shall be returned to the Company for cancellation. (b) On the first business day occurring after the expiration of the Conversion Period (the "Automatic Conversion Date"), for each share capital of Series A Preferred Stock shall be automatically convertible into shares of Common Stock at the Conversion Price; provided, however, that no shares of Series A Preferred Stock shall be converted (i) unless the Company shall have duly reserved for issuance to the Holder a sufficient number of shares of common Stock to issue upon such conversion or (ii) if an Event of Default shall have occurred hereunder and is continuing. In connection with such conversion, the Company shall deliver to the Holder of such shares of Series A Preferred Stock a written notice (the "Company Conversion Notice"). The Company Conversion Notice shall specify the number of shares of Series A Preferred Stock that will be subject to automatic conversion on the Company Conversion Date. The Company shall deliver or cause to be delivered the Company Conversion Notice at least two (2) Business Days before the Company Conversion Date. The Holder of the Series A Preferred Stock shall surrender the certificates representing such shares at the office of the Company on an issued not later than five (5) Business Days after the Company Conversion Date. Each of a Notice of Conversion and outstanding basis falls or a Company Conversion Notice is reasonably expected sometimes referred to fall below 50.1%, solely herein as a result Notice of Conversion, and each of a Conversion Date and a Company Conversion Date is sometimes referred to herein as a Conversion Date. (c) Not later than two (2) Business Days after the Conversation Date, the Company will deliver to the individual (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of Series A Preferred Stock and (ii) once received from the Company, Series A Preferred Stock in principal amount equal to the principal amount of Series A Preferred Stock not converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any Series A Preferred Stock until the Series A Preferred Stock are either delivered for conversion to the Company that such Series A Preferred Stock have been lost, stolen or destroyed and provides an agreement reasonably acceptable to the Company to indemnify the Company from any loss incurred by it in connection therewith. In the case of a conversion pursuant to a Notice of Conversion, if such certificate or certificates are not delivered by the date required under this Section (V(c)), the Holder shall be entitled by providing written notice of the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Series A Preferred Stock tendered for conversion. (i) The Conversion Price for each. share of Series A Preferred Stock in effect on any Conversion date shall be the lesser of (a} the Fixed Conversion Price or (b) eighty percent (80%) of the lowest Per Share Market Value for the Common Stock in the ten (10) Trading Days preceding the date of conversion, but in no event less than 20 percent (30%) of the Fixed Conversion Price (the "Floating Conversion Price"). For purpose of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTC Bulletin Board, as reported on Bloomberg, L.P. (or similar organization or agency succeeding to its functions or reporting prices). (ii) If the Company, at any time while any Series A Preferred Stock are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares to its Junior Securities payable in shares of its capital stock (whether payable in shares of its Common Stock or of capital stock of any class), (b) subdivide outstanding shares of Common Stock into larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of Common Stock any shares of capital stock of the Company, the Fixed Conversion Price designed in Section IV(d)(i) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section IV (d) (ii) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (iii) If the Company, at any time while any Series A Preferred Sock are outstanding, shall issue or sell shares of Common Stock, or options, warrants or other rights to subscribe for or purchase shares of Common Stock, (excluding shares of Common Stock issuable upon exercise of existing options, warrants or future options conversion rights granted prior to the date hereof) and at a price per share less than the Per Share Market Value of Common Stock at the issue date mentioned below, the Fixed Conversion Price designated in Section IV(d)(i) shall be multiplied by a fraction, of which the denominator shall be the number of shares of Common Stock (or an equivalent instrumentexcluding treasury shares, if any) or as a result outstanding on the date of issuance of restrictedsuch rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, restricted stock units if any) outstanding on the date of issuance of such shares, options, warrants or rights plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share market Value. Such adjustment shall be made whenever such rights or warrant are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase Common Stock the issuance of which resulted in an adjustment in the Conversion Price designated in Section (or an equivalent instrumentsiv) under If the Company’s 2018 , at any time while Series A Preferred Stock are outstanding, shall distribute to all holders of Common Stock (and not to Holders of Series A Preferred Stock) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security (excluding those referenced in Section IV(d)(iii) above) then in each such case the Conversion Price at which each Series A Preferred Stock shall thereafter be convertible shall be determined by multiplying the Fixed Conversion Price in effect immediately prior to the record date filed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Option Plan Market Value of Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or an equivalent plan adopted evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Company’s board Board of directors Directors in good faith; provided, however, that in the event of a distribution exceeding ten percent (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion 10%) of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares net assets of the Company’s most senior class , such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of Preferred Shares independent certified public accountant or recognized standing (as such term is defined under which may be the firm that regularly examines the financial statement of the Company’s ) (an "Appraiser") selected in good faith by the Holders of a majority of a principal amount of the Series A Preferred Stock then current articles outstanding; and provided, further, that the Company, after receipt of associationthe determination by such Appraiser shall have the right to select an additional Appraiser, as may be amended from time to time (in which case the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion fair market value shall be equal to the quotient obtained average of the determination by dividing each such Appraiser. In either case the Convertible Amount by adjustments shall be described in a price per share equal statement provided to the higher Holder and all other Holders of (i) the Original Issue Price Series A Preferred Stock of the Preferred B Shares –portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such Adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (v) All calculations under this Article IV shall be made to the nearest 1/1000th of a cent or the Conversion Price nearest 1/1000th of a share, as the Preferred B Shares, if such case may be. Any calculation over .005 shall be rounded up to the next cent or share and any calculation less than .005 shall be rounded down to the previous cent or share. (vi) In the event the Fixed Conversion Price is lower than not adjusted pursuant to Section IV(d)(ii), (iii), (iv), or (v), within the Original Issue Price(10) Business Days following the occurrence of an event described therein, the Holder shall have the right to require the Company to redeem all of the Holder's Series A Preferred Stock at 130% of the Stated Value of such Holder's Series A Preferred Stock an the Company shall pay such amount to the holder pursuant to the written instructions provided by the Holder. (vii) Whenever the Fixed Conversion Price is adjusted pursuant to Section IV(d) (as such terms are defined in the Articlesii),(iii); and , (iiiv) a price that reflects a discount of 20% or (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financingv), so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed or redeemed pursuant to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullSection IV(d)(vi), the Company shall deliver within two (2) days after the determination of the new Fixed Conversion Price mail and fax to the Holder and to each other Holder of Series A Preferred Stock, a notice setting forth the Fixed Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (viii) In case of any reclassification of the Common Stock, any consolidation or merger of the Company with or into another person., the sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, then each holder of Series A Preferred Stock then outstanding shah have the right thereafter to convert such Series A Preferred Stock only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation., merger, sale, transfer or share exchange (except in the event the property is cash, then the Holder shall have the right to convert the Series A Preferred Stock and receive cash in the same manner as other stockholders), and the Holder shall be entitled upon such even to receive such amount of securities or property as the shares of the Common Stock into which such Series A Preferred Stock could have been converted immediately prior to such classification, consolidation, merger, sale, transfer or share exchange would have been entitled. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the Holder the right to receive the securities or property set forth in this Section IV(d)(viii) upon any conversion following such consolidation, merger, sale, transfer of share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (ix) If: (A) the Company shall declare a dividend (or any other distribution) on its Common Stock; or (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or (D) the approval of any stockholders of the Company shall be required in connection with any classification of the Common Stock of the Company (other than a subdivision or combination of the outstanding shares of Common Stock), any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding-up of the affairs of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Series A Preferred Stock., and shall cause to be mailed and faxed to the Holders of Series A Preferred Stock at their last addresses as it shall appear upon the Series A Preferred Stock Register, at least thirty (30) calendar days prior written notice to the Funderapplicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or shorter if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding-up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassifications, consolidation merger, sale, transfer, share exchange, dissolution, liquidation or winding-up; provided, however, that the failure to mail such notice if or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. (e) If at any time conditions shall arise by reason of action or inaction taken by the Company which in he opinion of the Board of Directors are not adequately covered by the other provisions hereof and which might materially and adversely affect the rights of the Holders of Series A Preferred Stock (different than or distinguished from the effect generally on rights of holders of any class of the Company's capital stock), the Company shall, at least thirty (30) calendar days is not practically possibleprior to the effective date of such action, mail and fax a written notice to each Holder of any Series A Preferred Stock briefly describing the action contemplated Trigger Event. The conversion right and the material adverse effects of such action on the Funder described in this Section ‎2, shall not apply in case rights of such Holders and an Appraiser selected by the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles).Holders

Conversion. If (i) This Debenture shall be convertible into shares of Common Stock at the option of the Holder in whole or in part at any timetime and from time to time upon the earlier to occur of (1) the date an Underlying Securities Registration Statement is declared effective by the Commission and (2) the 90th day after the Original Issue Date, Funder’s ownership and prior to the close of business on the Maturity Date. The number of shares of Common Stock as shall be issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price (as defined below), each as subject to adjustment as provided hereunder. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit A (a "Holder Conversion Notice") to the Company. Each Holder Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "Holder Conversion Date"). If no Holder Conversion Date is specified in a Holder Conversion Notice, the Holder Conversion Date shall be the date that such Holder Conversion Notice is deemed delivered hereunder. Subject to Section 4(b) -4- hereof, each Holder Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the share capital principal amount represented by the Debenture(s) tendered by the Holder with the Holder Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such principal amount as has not been converted. (ii) At any time from and after the second anniversary of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%Original Issue Date, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the then outstanding Principal principal amount under this Debenture (plus accrued and unpaid interest thereon) shall be convertible into Common Stock at the Conversion Price at the option of the Company; provided, that the Company is not permitted to deliver a Company Conversion Notice (as defined below) within ten (10) days of issuing any press release or other public statement relating to such portion conversion or at any time when the Underlying Securities Registration Statement is not then effective or shares of Principal Common Stock are not actively traded on the OTC Bulletin Board or listed or quoted for trading on a Subsequent Market. The Company shall effect such conversion by delivering to the Holder a written notice in the form attached hereto as Exhibit B (the "Company Conversion Notice"), which Company Conversion Notice, once given, shall be irrevocable. Each Company Conversion Notice shall specify the principal amount of Debentures (and accrued but unpaid interest thereon) to be converted. The Company shall deliver such Company Conversion Notice at least two (2) Trading Days, but not more than five (5) Trading Days before the Maturity Date or earlier date of intended conversion (the date that the Company intends to effect such conversion is so convertedhereinafter referred to as the "Company Conversion Date"). Upon its receipt of a Company Conversion Notice, the “Convertible Amount”Holder shall surrender the principal amount of Debentures subject thereto to the office of the Company or of any transfer agent of the Common Stock. If the Company is converting less than the aggregate principal amount of all Debentures, the Company shall, upon conversion of the principal amount of Debentures subject to such Company Conversion Notice and receipt of the Debentures surrendered for conversion, deliver to the Holder, a replacement Debenture for such principal amount of Debentures as have not been converted in the manner and within the time period set forth in Section 4(b). Each of a Holder Conversion Notice and a Company Conversion Notice is sometimes referred to herein as a "Conversion Notice," and each of a Holder Conversion Date and a Company Conversion Date is sometimes referred to herein as a "Conversion Date." (b) into Not later than three Trading Days after the Conversion Date, the Company will deliver to the Holder (i) a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 3.1(b) of the Purchase Agreement) representing the number of shares of the Company’s most senior class Common Stock being acquired upon the conversion of Preferred Shares Debentures, (as ii) Debentures in a principal amount equal to the principal amount of Debentures not converted; (iii) a bank check in the amount of all accrued and unpaid interest (if the Company has elected to pay accrued interest in cash), together with all other amounts then due and payable in accordance with the terms hereof, in respect of Debentures tendered for conversion and (iv) if the Company has elected and is permitted hereunder to pay accrued interest in shares of the Common Stock, certificates, which shall be free of restrictive legends and trading restrictions (other than those required by Section 3.1(b) of the Purchase Agreement), representing such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of shares of the Common Stock as equals such interest divided by the Conversion Price calculated on the Conversion Date; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon conversion of the principal amount of Debentures until Debentures are delivered for conversion to the Company or the Holder notifies the Company that such Debenture has been mutilated, lost, stolen or destroyed and complies with Section 9 hereof. If in the case of any Conversion Notice such certificate or certificates, including for purposes hereof, any shares of the Common Stock to be issued upon on the Conversion Date on account of accrued but unpaid interest hereunder, are not delivered to or as directed by the Holder by the third Trading Day after a Conversion Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion (whether subject to a Holder or a Company Conversion Notice), in which event the Company shall be equal immediately return the Debentures tendered for conversion. If the Company fails to deliver to the quotient obtained by dividing Holder such certificate or certificates pursuant to this Section, including for purposes hereof, any shares of the Convertible Amount by a price per share equal Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, prior to the higher of (i) the Original Issue Price of the Preferred B Shares –(or fourth Trading Day after the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullDate, the Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty, $1,500 for each day thereafter until the Company delivers such certificates (such amount shall also be due for each Trading Day after the date that the Holder may rescind such conversion until such date as the Holder shall have received the return of the principal amount of Debentures relating to such rescission). If the Company fails to deliver a thirty (30) days prior written notice to the FunderHolder such certificate or certificates pursuant to this Section prior to the 20th day after the Conversion Date, or shorter the Company shall, upon notice if thirty (30) days from the Holder, prepay such portion of the aggregate of the principal amount of Debentures then held by such ▇▇▇▇▇▇, as requested by such Holder, for the Mandatory Prepayment Amount, in cash. If any portion of the Mandatory Prepayment Amount pursuant to this Section is not practically possiblepaid within seven days after notice therefor is deemed delivered hereunder, the Company will pay interest on the Mandatory Prepayment Amount at a rate of any contemplated Trigger Event. 15% per annum (to accrue daily), in cash to such Holder, accruing from such seventh day until the Mandatory Prepayment Amount, plus all accrued interest thereon, is paid in full. (i) The conversion right price (the "Conversion Price") in effect on any Conversion Date shall be the lesser of (A) $2.62 (the "Initial Conversion Price") and (B) the Applicable Percentage (as defined in Section 6) multiplied by the Average Price calculated on the Conversion Date. If (a) an Underlying Securities Registration Statement is not filed on or prior to the Filing Date (as defined in the Registration Rights Agreement) (if the Company files such Underlying Securities Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(a) of the Funder described in this Section ‎2Registration Rights Agreement, the Company shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due be deemed to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections have satisfied this clause (ia), (ii) or (iiib) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, within five (5) Business Days of the definition of a Deemed Liquidation date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that an Underlying Securities Registration Statement will not be "reviewed" or is not subject to further review or comment by the Commission, or (c) the Underlying Securities Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (d) such Underlying Securities Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities (as such term is defined in the ArticlesRegistration Rights Agreement) at any time prior to the expiration of the "Effectiveness Period" (as such term as defined in the Registration Rights Agreement), without being succeeded by a subsequent Underlying Securities Registration Statement filed with and declared effective by the Commission within ten (10) days, or (e) trading in the Common Stock shall fail to be actively traded on the OTC Bulletin Board or if the Common Stock shall be suspended or delisted from trading on any Subsequent Market for any reason for more than three (3) Trading Days, or (f) the conversion rights of the Holder are suspended for any reason or if the Holder is not permitted to resell Registrable Securities under the Underlying Securities Registration Statement, or (g) an amendment to the Underlying Securities Registration Statement is not filed by the Company with the Commission within ten (10) days of the Commission's notifying the Company that such amendment is required in order for the Underlying Securities Registration Statement to be declared effective (any such failure being referred to as an "Event," and for purposes of clauses (a), (c) and (f) the date on which such Event occurs, or for purposes of clause (b) the date on which such five (5) days period is exceeded, or for purposes of clauses (d) and (g) the date which such ten (10) day period is exceeded, or for purposes of clause (e) the date on which such three (3) Trading Day period is exceeded, being referred to as "Event Date"), the Company shall pay, in cash, as liquidated damages and not as a penalty, on the Event Date and on the first day of each month thereafter until the triggering Event is cured, 1.0% of the aggregate principal amount of Debentures then outstanding. (ii) If the Company, at any time while any Debentures are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of the Common Stock, (b) subdivide outstanding shares of the Common Stock into a larger number of shares, (c) combine outstanding shares of the Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, the Initial Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of the Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (iii) If the Company, at any time while any Debentures are outstanding, shall issue rights or warrants to all holders of the Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of the Common Stock at a price per share less than the Per Share Market Value of the Common Stock at the record date mentioned below, the Initial Conversion Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of the Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase shares of the Common Stock the issuance of which resulted in an adjustment in the Initial Conversion Price pursuant to this Section, if any such right or warrant shall expire and shall not have been exercised, the Initial Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Initial Conversion Price made pursuant to the provisions of this Section 4 after the issuance of such rights or warrants) had the adjustment of the Initial Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (iv) If the Company, at any time while Debentures are outstanding, shall distribute to all holders of the Common Stock (and not to the Holder) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then in each such case the Initial Conversion Price at which Debentures shall thereafter be convertible shall be determined by multiplying the Initial Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of the Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith; provided, however, that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "Appraiser") selected in good faith by the holders of a majority in interest of Debentures then outstanding; and provided, further, that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in good faith, in which case the fair market value shall be equal to the average of the determin

Conversion. If (a) The holders of the Series B1 CCPS may convert the Series B1 CCPS in whole or part into Equity Shares at any time, Funder’s ownership of time before 19 (Nineteen) years from the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result date of issuance of restrictedthe same subject to the adjustments provided in Paragraph 4, sharesParagraph 5 and Paragraph 6 of Part C of SCHEDULE 7 and other terms and conditions of this Agreement. In the event the conversion of Series B1 CCPS entitles the holder of Series B1 CCPS to any fraction of an Equity Share, restricted stock units then such fraction shall be rounded to the nearest whole number. (or an equivalent instrumentsb) under The holders of Series B1 CCPS shall, at any time prior to 19 (Nineteen) years from the Company’s 2018 Share Option Plan or an equivalent plan adopted by date of issuance of the Company’s board of directors (a “Trigger Event”)same, Funder may, in its sole discretion, be entitled to call upon the Company to convert all or any portion of the outstanding Principal amount Series B1 CCPS by issuing a Notice to the Company accompanied by a share certificate representing the Series B1 CCPS sought to be converted. Immediately and no later than 7 (Seven) days from the receipt of such portion of Principal amount that is so convertedNotice, the “Convertible Amount”) into shares Company shall issue Equity Shares in respect of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may Series B1 CCPS sought to be amended from time to time (the “Articles”) existing immediately prior to such conversionconverted. The number record date of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount Series B1 CCPS shall be deemed to be repaid the date on which the holder of such Series B1 CCPS issues a Notice of conversion to the Company. The Series B1 CCPS, or any of them, if not converted earlier, shall subject to the prior written consent of the Person(s) who hold majority of the Series B1 CCPS convert into Equity Shares at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullthen applicable conversion rate, the Company shall deliver a thirty (30i) days on latest permissible date prior written notice to the Funderissue of Shares to the public in connection with the occurrence of a Public Offer under Applicable Law, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or on the day following the completion of 19 (iiiNineteen) years from the date of issuance of the definition same. It is clarified that no consent shall be required for a mandatory conversion of a Deemed Liquidation Series B1 CCPS under Applicable Law. (c) Subject to the adjustments provided in Paragraph 4, Paragraph 5 and Paragraph 6 of Part C of SCHEDULE 7 each Series B1 CCPS shall convert into such number of Equity Shares (“Conversion Ratio”) that is equal to the Series B1 CCPS Price divided by the applicable Conversion Price, which as such term is defined in on the Articles).Series E Closing Date

Conversion. If at Each Investor participating in the Offer shall, immediately upon execution of this Agreement and prior to the close of business on the business day immediately prior to any time, Funder’s ownership exercise of the share capital underwriters' over-allotment option in the Offering (each such exercise of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%over-allotment option, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”"Over-Allotment"), Funder mayas applicable, in its sole discretion, convert all deliver to the Custodian the certificate or any portion of certificates for the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) Series B Stock to be converted into shares of Common Stock and sold in the Company’s most senior class of Preferred Shares (as such term is defined under Offering or the Company’s then current articles of associationOver-Allotment, as may applicable, duly endorsed, together with written notice stating that such Investor elects to convert such Series B Stock, all in compliance with Section 6(a)(i)(A) of the Certificate of Designations (each such delivery of certificates and notice, the "Conversion Notice"), and shall instruct the Custodian to deliver the Conversion Notice to the Company immediately upon receipt; provided, however, that no shares of Series B Stock delivered to the Custodian shall be amended from time to time (the “Articles”) existing deemed surrendered by such Investor, or converted into shares of Common Stock, until immediately prior to such conversion. The number the close of such business on the day immediately prior to the day on which the Offering or the Over-Allotment, as applicable, is consummated; and provided further, however, that if the underwriting agreement in connection with the Offering (the "Underwriting Agreement") is terminated, and the Offering or the Over-Allotment, as applicable, has not been consummated with respect to all of the shares of Common Stock proposed to be issued upon such conversion shall be equal sold in the Offering and the Over-Allotment prior to the quotient obtained by dividing date of termination, (a) the Convertible Amount by a price per share equal surrender and conversion of the shares of Series B Stock subject to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount Notice shall be deemed null and void to be repaid at the time extent the underlying shares of conversion. For as long as the Principal amount has Common Stock have not been repaid sold in the Offering or converted the Over-Allotment, as applicable (b) the parties hereto will deem the Offering or the Over-Allotment, as applicable, withdrawn to the extent that such underlying shares of Common Stock have not been sold in fullthe Offering or the Over-Allotment, as applicable, and (c) the Company shall deliver a thirty (30) days prior written notice return to the Funderappropriate Investor any certificate or certificates , or shorter notice if thirty (30) days is issue replacement certificates, representing shares of Series B Stock for which the underlying shares of Common Stock were not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined sold in the Articles)Offering or the Over-Allotment, as applicable.

Conversion. If at At any timetime after the date that is six (6) months after the Issue Date, Funder’s ownership the Holder may elect to convert the Principal Amount, into shares of common stock in the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%(each, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible AmountConversion Share”) into shares at a price of the Company’s most senior class of Preferred Shares (USD$0.10 per Conversion Share, subject to adjustment as such term is defined under the Company’s then current articles of association, as may be amended from time to time provided for herein (the “ArticlesConversion Price”) existing immediately prior by delivery of a notice of conversion in the form attached as Schedule A hereto (the “Conversion Notice”) and surrender of this Note to such conversionthe Company. The number of such shares Conversion Shares issuable on conversion of the Principal Amount to be issued upon such conversion converted shall be equal to determined by the quotient obtained by dividing (x) by (y) where (x) is the Convertible Principal Amount by to be converted and (y) is the Conversion Price. Upon any conversion hereunder, the Company shall not be required to issue any fraction of a price per share equal Conversion Share, and the number of Conversion Share shall be rounded down to the higher nearest whole number. Following delivery of (i) such Conversion Notice and surrender of this Note, the Original Issue Price Holder or its nominee or assignee shall be entitled to be entered in the share register of the Preferred B Company as the holder of the number of Conversion Shares –into which this Note is convertible in accordance with the terms hereof, and as soon as practicable thereafter and in any event no later than fifteen (or 15) business days after receipt by the Company of the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullNotice, the Company shall deliver or cause to be delivered to the Holder a thirty share certificate or direct registration statement representing such Conversion Shares. The Holder acknowledges and agrees that any Conversion Shares issued on conversion of this Note may be subject to one or more restrictive legends. Notwithstanding anything to the contrary contained in this Note, this Note shall not be convertible by the Holder, and the Company shall not effect any conversion of this Note or otherwise issue any Conversion Shares pursuant hereto, to the extent (30but only to the extent) days that, after giving effect to such conversion, the Holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the issued and outstanding shares of common stock of the Company (each, a “Share”) after such conversion. To the extent the above limitation applies, the determination of whether this Note shall be convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by the Holder and its affiliates) shall, subject to the Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to convert this Note or to issue Conversion Shares pursuant to this Section 2 shall have any effect on the applicability of the provisions of this Section 2 with respect to any subsequent determination of convertibility. For purposes of this Section 2, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and regulations promulgated thereunder. The provisions of this Section 2 shall only be implemented in a manner otherwise than in strict conformity with the terms of this Section 2 to correct this Section 2 (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to the Maximum Percentage limitation. The limitations contained in this Section 2 shall apply to a successor holder of this Note. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one business day confirm orally and in writing to the Holder the number of Shares then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Shares, including, without limitation, pursuant to this Note. By written notice to the FunderCompany, the Holder may increase or shorter decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that: (a) any such increase will not be effective until the 61st day after such notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of delivered to the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior toCompany, and contingent upon, a consummation of subsections (i), (iib) any such increase or (iii) of decrease will apply only to the definition of a Deemed Liquidation (as Holder sending such term is defined in the Articles)notice.

Conversion. If at any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrumenta) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) This Debenture shall be convertible into shares of Common Stock at the Company’s most senior class option of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended Holder in whole or in part at any time and from time to time (after the “Articles”) existing immediately Original Issue Date and prior to such conversionthe close of business on the Maturity Date. The number of such shares to be issued upon such conversion of Common Stock as shall be equal to the quotient obtained issuable upon a conversion hereunder shall be determined by dividing the Convertible Amount outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon (which the Company does not elect to pay in cash), by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price (as defined below), each as subject to adjustment as provided hereunder. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as EXHIBIT A (the "CONVERSION NOTICE") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (the "CONVERSION DATE"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that the Conversion Notice is deemed delivered hereunder. Subject to Section 4(b) hereof and Section 3.8 of the Preferred B SharesPurchase Agreement, if such each Conversion Price Notice, once given, shall be irrevocable. If the Holder is lower converting less than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price all of the Company’s most senior class of Preferred Shares at principal amount represented by the time of Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion that are issued hereunder cannot be effected in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullfull for any reason, the Company shall deliver a thirty (30) days prior written notice honor such conversion to the Funderextent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 5(b)) a new Debenture for such principal amount as has not been converted. (b) Not later than three Trading Days after the Conversion Date, the Company will deliver to the Holder (i) a certificate or shorter notice if thirty certificates which shall be free of restrictive legends and trading restrictions (30other than those required by Section 3.1(b) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case Purchase Agreement) representing the Funder’s ownership number of shares of the share capital Common Stock being acquired upon the conversion of Debentures (subject to reduction pursuant to Section 3.8 of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (iPurchase Agreement), (ii) or Debentures in a principal amount equal to the principal amount of Debentures not converted; (iii) a bank check in the amount of all accrued and unpaid interest (if the Company has elected to pay accrued interest in cash), together with all other amounts then due and payable in accordance with the terms hereof, in respect of Debentures tendered for conversion and (iv) if the Company has elected to pay accrued interest in shares of the definition Common Stock, certificates, which shall be free of restrictive legends and trading restrictions (other than those required by Section 3.1(b) of the Purchase Agreement), representing such number of shares of the Common Stock as equals such interest divided by the Conversion Price calculated on the Conversion Date; PROVIDED, HOWEVER, that the Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon conversion of the principal amount of Debentures until Debentures are delivered for conversion to the Company or the Holder notifies the Company that such ▇▇▇▇▇▇▇▇▇ has been mutilated, lost, stolen or destroyed and complies with Section 9 hereof. The Company shall, upon request of the Holder, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If in the case of any Conversion Notice such certificate or certificates, including for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Debentures tendered for conversion. If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section, including for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, prior to the third Trading Day after the Conversion Date, the Company shall pay to such Holder, in cash, as liquidated damages and not as a Deemed Liquidation penalty, $1,500 for each day thereafter until the Company delivers such certificates. If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section prior to the 20th day after the Conversion Date, the Company shall, at the Holder's option (i) prepay, from funds legally available therefor at the time of such prepayment, the aggregate of the principal amount of Debentures then held by such Holder, as requested by such Holder, and (ii) pay all accrued but unpaid interest on account of the Debentures for which the Company shall have failed to issue the Common Stock certificates hereunder, in cash. The prepayment price shall equal the Mandatory Prepayment Amount for the Debentures to be prepaid. If the Holder has required the Company to prepay Debentures pursuant to this Section and the Company fails for any reason to pay the prepayment price within seven days after such notice is deemed delivered hereunder, the Company will pay interest on the prepayment price at a rate of 18% per annum (to accrue daily), in cash to such Holder, accruing from such seventh day until the prepayment price and any accrued interest thereon is paid in full. (i) The conversion price (the "CONVERSION PRICE") in effect on any Conversion Date shall be the lesser of (A) $3.31 (the "INITIAL CONVERSION PRICE") and (B) 83% multiplied by the average of the five lowest Per Share Market Values during the ten (10) Trading Days immediately preceding the Conversion Date; PROVIDED THAT, (a) if an Underlying Securities Registration Statement is not filed on or prior to the Filing Date (as such term is defined in the ArticlesRegistration Rights Agreement), or (b) if the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, within five (5) days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that an Underlying Securities Registration Statement will not be "reviewed" or is not subject to further review or comment by the Commission, or (c) if the Underlying Securities Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (as defined in the Registration Rights Agreement), or (d) if such Underlying Securities Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities (as such term is defined in the Registration Rights Agreement) at any time prior to the expiration of the "Effectiveness Period" (as such term as defined in the Registration Rights Agreement), without being succeeded by a subsequent Underlying Securities Registration Statement filed with and declared effective by the Commission within ten (10) days, or (e) if trading in the Common Stock shall be suspended, or if the Common Stock shall be delisted from trading, on the OTC Bulletin Board or any other national securities market or exchange on which the Common Stock is then listed or quoted for trading for any reason for more than three (3) Trading Days, or (f) if the conversion rights of the Holder are suspended for any reason or if the Holder is not permitted to resell Registrable Securities under the Underlying Securities Registration Statement, or (g) if an amendment to the Underlying Securities Registration Statement is not filed by the Company with the Commission within ten (10) days of the Commission's notifying the Company that such amendment is required in order for the Underlying Securities Registration Statement to be declared effective (any such failure being referred to as an "EVENT," and for purposes of clauses (a), (c) and (f) the date on which such Event occurs, or for purposes of clause (b) the date on which such five (5) days period is exceeded, or for purposes of clauses (d) and (g) the date which such ten (10) day period is exceeded, or for purposes of clause (e) the date on which such three (3) Trading Day period is exceeded, being referred to as "EVENT DATE"), the Conversion Price shall be decreased by 2.5% each month (i.e., the Conversion Price would decrease by 2.5% as of the Event Date and additional 2.5% as of each monthly anniversary of the Event Date) until the earlier to occur of the second month anniversary after the Event Date and such time as the applicable Event is cured. Commencing the second month anniversary after the Event Date, the Company shall pay to the holders of the Debentures 2.5% of the aggregate principal amount of Debentures then outstanding (each holder being entitled to receive such portion of such amount as equals its pro rata portion of the Debentures then outstanding) in cash as liquidated damages, and not as a penalty on the first day of each monthly anniversary of the Event Date until such time as the applicable Event, is cured. Any decrease in the Conversion Price pursuant to this Section shall continue notwithstanding the fact that the Event causing such decrease has been subsequently cured. The provisions of this Section are not exclusive and shall in no way limit the Company's obligations under the Registration Rights Agreement. (ii) If the Company, at any time while any Debentures are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of the Common Stock, (b) subdivide outstanding shares of the Common Stock into a larger number of shares, (c) combine outstanding shares of the Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, the Initial Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of the Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (iii) If the Company, at any time while any Debentures are outstanding, shall issue rights or warrants to all holders of the Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of the Common Stock at a price per share less than the Per Share Market Value of the Common Stock at the record date mentioned below, the Initial Conversion Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of the Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase shares of the Common Stock the issuance of which resulted in an adjustment in the Initial Conversion Price pursuant to this Section, if any such right or warrant shall expire and shall not have been exercised, the Initial Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Initial Conversion Price made pursuant to the provisions of this Section 4 after the issuance of such rights or warrants) had the adjustment of the Initial Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (iv) If the Company, at any time while Debentures are outstanding, shall distribute to all holders of the Common Stock (and not to the Holder) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then in each such case the Initial Conversion Price at which Debentures shall thereafter be convertible shall be determined by multiplying the Initial Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of the Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith; PROVIDED, HOWEVER, that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "APPRAISER") selected in good faith by the holders of a majority in interest of Debentures then outstanding; and PROVIDED, FURTHER, that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in good faith, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. In either case the adjustments shall be described in a statement provided to the holders of Debentures of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (v) In case of any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, the Holder of this Debenture shall have the right thereafter to, at its option, (A) convert the then outstanding principal amount, together with all accrued but unpaid interest and any other amounts then owing hereunder in respect of this Debenture only into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of the Common Stock following such reclassification or share exchange, and the Holder shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which the then outstanding principal amount, together with all accrued but unpaid int

Conversion. If at (a) At any timetime from the original issue date hereof through the date that this Debenture is paid in full, Funder’s ownership of Lender shall have the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder mayright, in its sole discretion, but subject to the provisions of the Securities Purchase Agreement, to convert all the principal balance of this Debenture then outstanding plus accrued but unpaid interest, in whole or in part, into shares (each, a “Conversion Share”) of CSC Common Stock at a conversion price per Conversion Share equal to the closing trading price of the CSC Common Stock on the Principal Trading Market on the Conversion Date (as defined in Section 1(b) below), but in no event less than $0.001 per share (the “Conversion Price”). (b) Lender may convert this Debenture at the then applicable Conversion Price by the surrender of this Debenture (properly endorsed) to the Company at the principal office of the Borrower, together with the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”) duly completed, dated and executed, specifying therein the principal amount of Debenture and/or outstanding interest to be converted. The “Conversion Date” shall be the date that such Notice of Conversion and this Debenture is duly provided to Borrower hereunder (or, at Lender's option, the next interest payment date with respect to Lender's conversion of any scheduled interest payment). (c) On the date of receipt by the Company of the duly completed, dated and executed Notice of Conversion and this Debenture in accordance with Section 1(b) with respect to a conversion of any portion of the outstanding Principal amount (such portion of Principal amount that is so convertedthis Debenture, the “Convertible Amount”Lender (and any person(s) into shares receiving Conversion Shares in lieu of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”Lender) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid have become the holder of record for all purposes of the Conversion Shares to which such valid conversion relates. (d) As soon as practicable, but not in excess of five business days, after the valid conversion of any portion of this Debenture, the Company, at the time Company’s expense (including the payment by Company of any applicable issuance and similar taxes), will cause to be issued in the name of and delivered to the Lender (and/or such other person(s) identified in the Notice of Conversion with respect to such conversion), certificates evidencing the number of duly authorized, validly issued, fully paid and non-assessable Conversion Shares to which the Lender (and/or such other person(s) identified in such Notice of Conversion, shall be entitled to receive upon the conversion), such certificates to be in such reasonable denominations as Lender may request when delivering the Notice of Conversion. For as long as In the event the closing price of the Common Stock on the Principal amount has not Trading Market on the date the certificate(s) representing Conversion Shares are actually delivered to the Investor (the "Delivery Date") is less than the Conversion Price in effect as of the Conversion Date, then the Company shall issue to the Investor the number of additional of shares of its Common Stock (the "Guaranty Shares") equal to the difference between the number of Conversion Shares actually delivered to the Investor and the number of Conversion Shares which would have been repaid delivered to the Investor had the Conversion Price been equal to the closing price of the Common Stock on the Principal Trading Market on the Delivery Date (or converted $0.001 in fullthe event said closing price is less than $0.001). (e) If less than the entire principal and accrued interest under this Debenture is being converted, the Company shall execute and deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty Lender a new Debenture (30) days is not practically possible, of any contemplated Trigger Event. The conversion right dated as of the Funder described in date hereof) evidencing the principal balance of this Section ‎2, shall Debenture that has not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)been so converted.

Conversion. If (a) The Holder of this Note shall have the right, at its option, at any time, Funder’s ownership time the Fair Market Value of the share capital Common Stock of Electropure shall equal or exceed One Dollar ($1.00) and up until 5:00 P.M. Los Angeles time on the Company fifth (5th) day immediately before the Maturity Date (except that, with respect to any portion of this Note which shall be called for prepayment, such right shall as to such portion terminate at 5:00 P.M. Los Angeles time on an issued and outstanding basis falls or is reasonably expected the fifth (5th) day immediately prior to fall below 50.1%, solely the Prepayment Date (as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”defined in Section 2 hereof)), Funder may, in its sole discretion, to convert all or any portion of this Note, including interest accrued thereon, subject to the outstanding Principal amount terms and provisions of this Section 1, into Electropure Class A Common Stock (such portion the "Conversion Shares") at and having a value equal to One Dollar ($1.00) per share (the "Conversion Price"). The Conversion Shares shall have the rights, preferences and privileges set forth in Exhibit "A" to the Settlement Agreement under DESCRIPTION OF CAPITAL STOCK - "Common Stock". (b) As promptly as practicable after the surrender, as herein provided, of Principal amount that is so convertedthis Note for conversion, Electropure shall deliver or cause to be delivered, to or upon the “Convertible Amount”) into shares written order of the Company’s most senior class Holder of Preferred Shares (as such term is defined under this Note so surrendered, certificates representing the Company’s then current articles number of association, as full shares into which this Note or any portion thereof may be amended from time to time (converted in accordance with the “Articles”) existing immediately prior to such conversionprovisions of this Section 1, together with any check in payment for fractional shares. The number of such shares to be issued upon such Such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid have been made at the time close of conversion. For as long as business on the Principal amount has not date that this Note shall have been repaid or converted in full, received by the Company shall deliver for conversion, with a thirty (30) days prior written notice Notice of Conversion duly executed, in satisfactory form for conversion, so that the rights of the Holder of this Note as a Noteholder, to the Funder, or shorter notice if thirty (30) days is not practically possible, extent of any contemplated Trigger Event. The conversion right that portion of the Funder described in this Section ‎2Note so converted, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles).cease

Conversion. If (a) At the Payee’s option, at any time, Funder’s ownership time prior to payment in full of the share capital principal balance of this Note, the Company on an issued and outstanding basis falls or is reasonably expected Payee may elect to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal principal amount (such portion of Principal amount this Note into that is so converted, the “Convertible Amount”) into number of shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “ArticlesConversion Shares”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of to: (i) the Original Issue Price portion of the Preferred B Shares –(or the Conversion Price principal amount of the Preferred B SharesNote being converted pursuant to this Section 15, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and divided by (ii) $10.00, rounded up to the nearest whole number; provided, however, that the principal amount of any Working Capital Promissory Notes converted shall not exceed in the aggregate $500,000. Each Conversion Share shall have the same terms and conditions as the private placement shares issued by the Maker to the Payee pursuant to a price private placement, as described in Maker’s Registration Statement on Form S-1 (333-253171). The Conversion Shares and any other equity security of Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in that reflects a discount certain Registration and Shareholder Rights Agreement, dated as of 20% March 9, 2021, among the Company, the Payees and the other parties thereto. (twenty percentb) on the Original Issue Price Upon any complete or partial conversion of the Company’s most senior class principal amount of Preferred Shares at the time of conversion that are issued in a bona fide financingthis Note, so that, following (i) such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount principal amount shall be deemed to be repaid at the time so converted and such converted portion of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company this Note shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued become fully paid and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i)satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Shares, (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the definition of a Deemed Liquidation (surrendered Note, Maker shall deliver to Payee the Conversion Shares, which shall bear such legends as such term is defined are required, in the Articles)opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) The Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Shares upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Payee in connection with any such conversion. (d) The Conversion Shares shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.

Conversion. If at any timeTo the extent that it may be required to avoid the Company no longer meeting the requirements with respect to minimum own funds (“Minimum Own Funds”) as set out in The Act on Financial Undertaking (161/2002) of Iceland, Funder’s ownership as amended, the Board of Directors of the share capital of Company, by resolution passed at a board meeting, may decide that the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options principal amount (or an equivalent instrumentpart thereof, as the case may be) of each Note will be utilised by writing down the part or as a result whole of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under any principal amount to the Company’s 2018 Share Option Plan or an equivalent plan adopted extent and by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of amount required to avoid falling below the outstanding Principal required Minimum Own Funds and converting such aggregate amount (such portion of Principal amount that is so converted, the “Convertible Converted Amount”) into shares a conditional capital contribution. The rights of the Company’s most senior class holders of Preferred Shares (Notes in respect of the Converted Amount will thereupon be converted into rights of providers of conditional capital contributions as such term is defined under set out herein. Upon conversion of any principal amount of the Company’s then current articles Notes into conditional capital contributions as provided above, the Company shall give notice thereof to the holders of association, as may Notes. Utilisation of the Converted Amount for the purpose of avoiding falling below the required Minimum Own Funds shall be amended from time to time (the “Articles”) existing immediately made prior to such conversion. The number the utilisation for the same purpose of such shares to be outstanding perpetual/undated subordinated debt issued upon such conversion by the Company (other than other Capital Securities) and shall be equal made following the utilisation for the same purpose of the principal amount of Capital Securities and any other securities ranking junior to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); Notes and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares outstanding at the time of such utilisation and pro rata to the principal amount of Capital Securities ranking pari passu with the Notes and outstanding at the time of such utilisation. Where, pursuant to this Section 9, writing down and conversion applies to part only of the principal amount of the Notes, the part of the principal amount of each Note to be subject to such writing down and conversion shall bear the same proportion to the total amount of the principal amount in respect of such Note as the aggregate amount of the principal amount of all the Notes to be subject to such writing down and conversion bears to the aggregate outstanding principal amount of all the Notes respectively. Any reconversion and reinstatement as provided below will be made on the same basis. Utilisation of the Converted Amount as aforesaid may only be made provided: (i) that are issued in each holder of a bona fide financing, so Note has received prior to such utilisation a certificate signed by two Directors of the Company confirming that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed conversion to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fulla Converted Amount, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right rights of the Funder described providers thereof in this respect of such amounts will rank as provided in Section ‎2, 15; (ii) that the FSA shall not apply in case the Funder’s ownership have given its approval thereto; and (iii) that each holder of the share capital a Note has received prior to such utilisation a certificate signed by two Directors of the Company on an issued confirming that following such conversion to a Converted Amount, such amount will be a conditional capital contribution and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) will be accounted for as such in the balance sheet of the definition Company. Utilisation as described above of a Deemed Liquidation (as such term is defined in the Articles)principal amount of the Notes shall not constitute an Event of Default.

Conversion. If at any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected (a) The Holder may elect in writing to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion designated part of the outstanding Principal principal amount (such portion of Principal amount that the Notes at any time before the Note is so convertedpaid in full. Before the Holder shall be entitled to convert this Note into Shares, the “Convertible Amount”) into shares Holder shall surrender this Note, duly endorsed, at the office of the Company’s most senior class Maker, and shall give written notice to the Maker at its principal corporate office of Preferred the election to convert the same and shall state therein the name or names in which the certificate or certificates for the Shares (as such term is defined under the Company’s then current articles of association, as may are to be amended from time to time issued (the “Articles”"Notice of Conversion"). (b) existing The Maker shall have one (1) business day from its receipt of the Notice of Conversion to elect to prepay the Note by notifying Holder in writing of such election and, within five (5) business days thereafter, delivering to Holder the payment set forth in Paragraph 12 below. In the event that Maker prepays the Note, ▇▇▇▇▇▇'s right to convert the Note shall terminate, and his Notice of Conversion shall not be effective. (c) In the event that the Maker does not prepay as set forth in subparagraph (b), it shall promptly issue and deliver to the Holder, or to such persons at the address specified by the Holder, a certificate or certificates for the Shares to which the Holder is entitled. Such conversion shall be deemed to have been made immediately prior to such conversion. The number the close of such shares business on the date of surrender of this Note, and the persons entitled to be issued receive the Shares issuable upon such conversion shall be equal treated for all purposes as the record holder or holders of such Shares as of such date. No fractional shares shall be issued upon conversion of this Note, and the number of Shares to be issued shall be rounded down to the quotient obtained nearest whole share. If the conversion is not canceled by dividing prepayment, the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price outstanding portion of the Preferred B principal balance designated by the Holder will be converted into Shares –(or the Conversion Price of the Preferred B Sharesat $0.14 per share, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred accrued and unpaid interest will be converted into Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at market price based on the time of conversion. For as long as average closing price for the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty five (305) trading days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)date.

Conversion. If at i) At any timetime after the Original Issue Date until this Debenture is no longer outstanding, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) this Debenture shall be convertible into shares of Common Stock of SBS Interactive, Co., Florida corporation (the Company’s most senior class "Common Stock"), at the option of Preferred Shares (as such term is defined under the Company’s then current articles of associationHolder, as may be amended in whole or in part at any time and from time to time time. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the “Articles”principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof. ii) existing immediately prior [Reserved] iii) Underlying Shares Issuable Upon Conversion and Pursuant to such conversionthe Conversion of Principal Amount. The number of such shares to be issued of Common Stock issuable upon such a conversion shall be equal to determined by the quotient obtained by dividing (x) the Convertible Amount outstanding principal amount of this Debenture to be converted by a price per share equal to (y) the higher of Set Price. (b) i) the Original Issue Price of the Preferred B Shares –(or the Not later than five Trading Days after any Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullDate, the Company will deliver to the Holder a certificate or certificates representing the Underlying Shares which shall be free of restrictive legends and trading restrictions representing the number of shares of Common Stock being acquired upon the conversion of Debentures (including, if so timely elected by the Company, shares of Common Stock representing the payment of accrued interest) and (B) a bank check in the amount of accrued and unpaid interest (if the Company is required to pay accrued interest in cash). The Company shall, if available and if allowed under applicable securities laws, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If in the case of any Notice of Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the fifth Trading Day after a thirty (30) days prior Conversion Date, the Holder shall be entitled by written notice to the FunderCompany at any time on or before its receipt of such certificate or certificates thereafter, or shorter notice if thirty (30) days is not practically possibleto rescind such conversion, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of which event the Company on an issued and outstanding basis falls below 50.1% due to exercise shall immediately return the certificates representing the principal amount of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)Debentures tendered for conversion.

Conversion. If at any time3.1. Any Series B Preferred Shares holder shall have the following options (each such option, Funder’s ownership of the share capital of “Conversion Option”) to convert its Series B Preferred Shares before the Company on an issued Mandatory Redemption Date and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options a Redemption Option: (or i) at any time prior to an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, IPO to convert all or part of its outstanding Series B Preferred Shares into such number of Conversion Shares at the Series B Conversion Price then in effect; (ii) at any portion time upon or after an IPO but prior to the Post-IPO Option Date (as defined below), to convert all or part of its outstanding Series B Preferred Shares into such number of Conversion Shares at the Series B Conversion Price then in effect; or (iii) pursuant to Section 3.3 (i) of this Exhibit C, no later than five (5) Business Days following the Post-IPO Option Date, to convert all (but not less than all) of its outstanding Principal amount (Series B Preferred Shares into such portion number of Principal amount Conversion Shares at the Series B Conversion Price then in effect; provided that if the Company is so convertednot the legal entity which will be the listed entity in an IPO, the “Convertible Amount”) Series B Preferred Shares shall convert into shares of the Company’s most senior class proposed listed entity in the IPO, instead of Preferred Conversion Shares, on terms no less favourable than the conversion to Conversion Shares as contemplated herein and unless the Conversion Option is into shares in such listed entity on the terms as contemplated, the Company agrees not to proceed with the IPO. 3.2. If on the last day of the one hundred-eighty (as such term is defined under 180) day period commencing on the Company’s then current articles effective date of association, as may be amended from time the registration statement relating to time (the “Articles”) existing immediately an IPO but prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of Mandatory Redemption Date (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) day falls on the Original Issue Price of same day with the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financingMandatory Redemption Date, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount it shall be deemed to be repaid at prior to the time Mandatory Redemption Date) (the “Post-IPO Option Date”), both of conversion. For as long as the Principal amount has not been repaid or converted Average Stock Price and Consecutive Stock Price reach one hundred and thirty percent (130%) of the Series B Conversion Price then in full, effect and the total equity valuation of the Company shall deliver be no less than US Dollar five hundred million (US$500,000,000.00) (on a thirty (30) days prior written notice to the Funderfully-diluted and as-converted basis), or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right then all of the Funder described outstanding Series B Preferred Shares shall automatically be converted into such number of Conversion Shares at the Series B Conversion Price then in effect as calculated pursuant to Section 2.1 of this Section ‎2, shall Exhibit C and such shares may not apply in case be reissued by the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)Company.

Conversion. If The Holder is entitled, at any timeits option after the date that is 180 days after the date hereof, Funder’s ownership subject to the following provisions of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected this Section 4, to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any a portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) this Debenture into shares of Common Stock of the Company’s most senior class , $0.01 par value per share ("Common Stock"), at any time until the Maturity Date, at a conversion price for each share of Preferred Shares Common Stock equal to the amount of $0.112 (as the "Conversion Price"); provided that the principal amount being converted is at least US $10,000.00 (unless if at the time of such term election to convert the aggregate principal amount of all Debentures registered to the Holder is defined under less than Ten Thousand Dollars (US $10,000.00), then the Company’s then current articles whole amount thereof). The number of association, as shares of Common Stock issuable upon exercise of this Debenture (the "Conversion Shares") and the Conversion Price may be amended adjusted from time to time (the “Articles”) existing immediately prior to such conversionas hereinafter set forth. The number of Conversion Shares into which such shares Debentures are convertible shall be determined by dividing (a) the principal amount of the Debentures to be issued upon such conversion shall be equal to the quotient obtained converted by dividing the Convertible Amount by a price per share equal to the higher of (ib) the Original Issue Price of the Preferred B Shares –(or the Conversion Price then in effect. In order to convert the principal amount of this Debenture, or any portion thereof, the Preferred B SharesHolder shall send by facsimile transmission (and confirm such transmission by telephone or voicemail message), if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount notice of 20% (twenty percent) on the Original Issue Price of conversion to the Company’s most senior class , stating the principal amount to be converted and the applicable Conversion Price, and prior to Conversion, the Holder must physically surrender this Debenture to the Company. No fractional shares of Preferred Shares at Common Stock or scrip representing fractions of shares will be issued on conversion, but the time number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount is given (the "Conversion Date") shall be deemed to be repaid the date on which the Holder faxes or otherwise delivers the conversion notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company, provided that the Holder shall deliver to the Company's transfer agent or the Company the original Debentures being converted within five (5) business days thereafter (and if not so delivered within such time, the Conversion Date shall be the date on which the later of the Notice of Conversion and the original Debentures being converted is received by the Company). Facsimile delivery of the Notice of Conversion shall be accepted by the Company at the time of conversion. For as long facsimile number (▇▇▇) ▇▇▇-▇▇▇▇; ATTN: Corporate Secretary, or at such other facsimile number as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice may provide to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)Holder.

Conversion. If at (a) Notwithstanding anything contained herein to the contrary, upon delivery from a Converting Lender to the Collateral Trustee, the Loan Agent, the Rating Agency and the Borrower of a notice substantially in the form of Exhibit C hereto, a Converting Lender may elect any timeBusiness Day (such Business Day, Funder’s ownership a “Conversion Date”) upon which all or a portion of the share capital Aggregate Outstanding Amount of the Company on Loans held by such Converting Lender shall be converted into Class A-1 Notes of an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result equal aggregate principal amount in accordance with Section 2.5(t) of the exercise of existing or future options Indenture; provided that each Conversion Date shall be no earlier than the fifth Business Day following the date such notice is delivered (or an equivalent instrumentsuch earlier date as may be reasonably agreed to by the Lender, the Collateral Trustee and the Loan Agent) or as and may not be between a result of issuance of restricted, shares, restricted stock units Record Date (or an equivalent instrumentsthe date that is 15 days prior to a Payment Date, whichever is earlier) and the related Payment Date or Redemption Date, as applicable. On each Conversion Date, (A) the Aggregate Outstanding Amount of the Class A-1 Notes shall be increased by the Aggregate Outstanding Amount of the Loans so converted, and (B) if such Conversion Date is on a Payment Date, such conversion shall be deemed to occur immediately after giving effect to the Priority of Payments on such Conversion Date. The Loans so converted will cease to be outstanding and will be deemed to have been repaid in full for all purposes under the Company’s 2018 Share Option Plan Indenture and under this Agreement. No Class A-1 Notes may be converted into Loans. (b) The Lenders agree to provide reasonable assistance to the Collateral Trustee and the Loan Agent in connection with such conversion, including, but not limited to, providing applicable instructions to DTC. (c) If the Conversion Date is on a day other than a Payment Date, interest accrued on the Loan so converted since the prior Payment Date (or, if no Payment Date has occurred since the incurrence of such Loan, the Closing Date or an equivalent plan adopted by other date of incurrence, as applicable) will, as of the Company’s board Conversion Date, be deemed instead to have accrued on the Class A-1 Notes for such time period and accrued interest on the applicable Loan will no longer be due and owing hereunder. If the Conversion Date is on a Payment Date, interest accrued on the Loan since the prior Payment Date (or, if no Payment Date has occurred since the incurrence of directors such Loan, the Closing Date or other date of incurrence, as applicable) will be paid to the Lenders of the applicable Loan on the related Conversion Date. Following the Conversion Date, the Class A-1 Notes will accrue interest at the Interest Rate applicable to the Class A-1 Notes, as set forth in the Indenture. (a “Trigger Event”)d) Notwithstanding anything herein to the contrary, Funder mayeach Lender may elect, in its sole discretion, convert to exercise the Conversion Option concurrently with an assignment of all or any a portion of its Loans (an “Assignment/Conversion”) such that the Effective Date (as defined in the Assignment Agreement attached as Exhibit B hereto) of the assignment occurs on the related Conversion Date and the assignee receives Class A-1 Notes in lieu of the portion of the outstanding Principal amount (such portion of Principal amount that is so convertedLoans being assigned. Any assignment made in connection with an Assignment/Conversion shall meet the requirements for an assignment set forth in Section 8.4. Any Lender electing to make an Assignment/Conversion shall deliver to the Collateral Trustee, the “Convertible Amount”) into shares of Loan Agent, the Company’s most senior class of Preferred Shares (as such term is defined under Collateral Manager and the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately Borrower at least five Business Days prior to such conversion. The number the Conversion Date, (x) an executed Assignment Agreement, (y) a completed notice substantially in the form of such shares Exhibit C hereto and (z) the assignment fee required to be issued upon such conversion shall be equal paid pursuant to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (iSection 8.4(c) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)hereof.

Conversion. If at (a) Notwithstanding anything contained herein to the contrary, upon delivery from a Converting Lender to the Collateral Trustee, the Loan Agent, the Rating Agency and the Borrower of a notice substantially in the form of Exhibit C hereto, a Converting Lender may elect any timeBusiness Day (such Business Day, Funder’s ownership a “Conversion Date”) upon which all or a portion of the share capital Aggregate Outstanding Amount of the Company on Loans held by such Converting Lender shall be converted into Class A-1 Notes of an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result equal aggregate principal amount in accordance with Section 2.5(s) of the exercise of existing or future options Indenture; provided that each Conversion Date shall be no earlier than the fifth Business Day following the date such notice is delivered (or an equivalent instrumentsuch earlier date as may be reasonably agreed to by the Lender, the Collateral Trustee and the Loan Agent) or as and may not be between a result of issuance of restricted, shares, restricted stock units Record Date (or an equivalent instrumentsthe date that is 15 days prior to a Payment Date, whichever is earlier) and the related Payment Date or Redemption Date, as applicable. On each Conversion Date, (A) the Aggregate Outstanding Amount of the Class A-1 Notes shall be increased by the Aggregate Outstanding Amount of the Loans so converted, and (B) if such Conversion Date is on a Payment Date, such conversion shall be deemed to occur immediately after giving effect to the Priority of Payments on such Conversion Date. The Loans so converted will cease to be outstanding and will be deemed to have been repaid in full for all purposes under the Company’s 2018 Share Option Plan Indenture and under this Agreement. No Class A-1 Notes may be converted into Loans. (b) The Lenders agree to provide reasonable assistance to the Collateral Trustee and the Loan Agent in connection with such conversion, including, but not limited to, providing applicable instructions to DTC. (c) If the Conversion Date is on a day other than a Payment Date, interest accrued on the Loan so converted since the prior Payment Date (or, if no Payment Date has occurred since the incurrence of such Loan, the Closing Date or an equivalent plan adopted by other date of incurrence, as applicable) will, as of the Company’s board Conversion Date, be deemed instead to have accrued on the Class A-1 Notes for such time period and accrued interest on the applicable Loan will no longer be due and owing hereunder. If the Conversion Date is on a Payment Date, interest accrued on the Loan since the prior Payment Date (or, if no Payment Date has occurred since the incurrence of directors such Loan, the Closing Date or other date of incurrence, as applicable) will be paid to the Lenders of the applicable Loan on the related Conversion Date. Following the Conversion Date, the Class A-1 Notes will accrue interest at the Interest Rate applicable to the Class A-1 Notes, as set forth in the Indenture. (a “Trigger Event”)d) Notwithstanding anything herein to the contrary, Funder mayeach Lender may elect, in its sole discretion, convert to exercise the Conversion Option concurrently with an assignment of all or any a portion of its Loans (an “Assignment/Conversion”) such that the Effective Date (as defined in the Assignment Agreement attached as Exhibit B hereto) of the assignment occurs on the related Conversion Date and the assignee receives Class A-1 Notes in lieu of the portion of the outstanding Principal amount (such portion of Principal amount that is so convertedLoans being assigned. Any assignment made in connection with an Assignment/Conversion shall meet the requirements for an assignment set forth in Section 8.4. Any Lender electing to make an Assignment/Conversion shall deliver to the Collateral Trustee, the “Convertible Amount”) into shares of Loan Agent, the Company’s most senior class of Preferred Shares (as such term is defined under Collateral Manager and the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately Borrower at least five Business Days prior to such conversion. The number the Conversion Date, (x) an executed Assignment Agreement, (y) a completed notice substantially in the form of such shares Exhibit C hereto and (z) the assignment fee required to be issued upon such conversion shall be equal paid pursuant to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (iSection 8.4(c) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)hereof.

Conversion. If (a) The Investor may, at the Investor’s option at any timetime after October 29, Funder’s ownership 2019, while any Principal Amount remains outstanding, convert all but not less than all of the share capital of then-outstanding Principal Amount (the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger EventConversion Amount”), Funder mayinto the number of fully paid and non-assessable shares of Common Stock (the “Conversion Shares”) determined by dividing the Conversion Amount by the Conversion Price then in effect. The Investor may exercise the right to convert all of the Conversion Amount by delivering to the Company (i) an executed and completed notice of conversion in the form attached to this Note as Exhibit A (the “Notice of Conversion”) to the Company and (ii) this Note. The business day on which a Notice of Conversion and this Note are delivered to the Company in accordance with the provisions hereof shall be deemed a “Conversion Date.” The Company will transmit the certificates representing Conversion Shares issuable upon such conversion of this Note to the Investor via express courier within a reasonable time after the Conversion Date. No fractional shares shall be issued upon conversion of this Note. The amount of any of the Conversion Amount which is less than a whole share of Common Stock shall be paid to the Investor in cash. Any delay due to such circumstance shall not be an event of default under this Note. (b) The Principal Amount of this Note, and any accrued interest thereon, shall be extinguished upon the proper receipt by the Investor of the Conversion Shares due upon such Notice of Conversion. (c) The Conversion Price shall be adjusted as follows: (i) If the Company shall at any time after the Issuance Date subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, the Conversion Price in effect immediately prior to such subdivision shall be proportionately decreased, and conversely, in its sole discretion, convert all or any portion of case the outstanding Principal amount (such portion shares of Principal amount that is so convertedCommon Stock shall be combined into a smaller number of shares of Common Stock, the “Convertible Amount”Conversion Price in effect immediately prior to such combination shall be proportionately increased. (ii) into shares of If the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended Company shall at any time or from time to time after the Issuance Date makes, or fixes a record date for the determination of Investors of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Conversion Price shall be proportionately reduced; provided, however, that if such record date is fixed and such dividend is not fully paid, or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed to reflect that such dividend was not fully paid or that such distribution was not fully made. (d) If Company at any time or from time to time after the “Articles”Issuance Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of Company other than shares of Common Stock, then and in each such event provision shall be made so that Investor shall receive upon exercise of the conversion right of this Note, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of Company which Investor would have received had the Conversion Amount of this Note been exercised on the date of such event and had it thereafter, during the period from the date of such event to and including the date of conversion or purchase, retained such securities receivable during such period. (e) existing If the Common Stock issuable upon the conversion of this Note or option to purchase is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than a transaction described elsewhere in this Section 6), then, and in any such event, each Investor shall have the right thereafter, upon conversion of this Note or purchase pursuant to option to receive the kind and amount of stock and other securities and property receivable upon such reorganization or other change, in an amount equal to the amount that Investor would have been entitled to had it immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal reorganization, reclassification or change converted this Note, but only to the quotient obtained by dividing the Convertible Amount by a price per share equal extent this Note is actually converted, all subject to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (further adjustment as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)provided herein.

Conversion. If (a) This Note will be convertible, in whole but not in part, at the option of Registered Holder at any timetime from and after the date of issuance and prior to its maturity, Funder’s ownership except if: (i) this Note is called for redemption at any time from and after the date of its issuance and prior to its maturity, or (ii) there is a merger, reorganization, consolidation involving the Partnership or the Partnership sells all or substantially all of its assets (a "reorganization"), then this Note will be so convertible at any time prior to the close of business on the fifteenth (15th) day preceding the date fixed for such redemption. (b) This Note is convertible into fully paid and nonassessable Units of Limited Partner interest of the share capital Partnership, as defined in the Partnership Agreement, at the rate of $125.00 per Unit. In order to exercise the conversion privilege granted, the Registered Holder will surrender this Note to the Company with a duly executed form for conversion hereinafter provided. The Company shall not be obligated to issue fractional Units but shall pay in cash such fractional amount. To the extent the unpaid principal of this Note is not sufficient to purchase an even multiple of Units under the terms hereof, Registered Holder shall have the option to purchase the fraction of a Unit created by such insufficiency by paying cash at the rate of $125.00 per Unit. (c) To convert this Note into Units, Registered Holder must deliver to the Partnership a duly executed Election to Conv▇▇▇, ▇▇gether with this Note and the additional cash payment, if any, at the principal business office of the Company on an issued and outstanding basis falls or Partnership. The Partnership will promptly issue to the holder the Units into which this Note is reasonably expected to fall below 50.1%, solely as a result be convertible. Units of the exercise Partnership issued upon the conversion of existing or future options (or an equivalent instrumentthis Note will not be entitled to any distribution declared upon such Unit(s) or as a result prior to the date of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted receipt by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number Partnership of such shares to be issued Election To Convert and of this Note, and upon such conversion shall Registered Holder will not be equal entitled to any interest on this Note not due and payable at or prior to the quotient obtained date such Notice is received by dividing the Convertible Amount by a price per share equal to the higher of Partnership. (id) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall This Note will be deemed to be repaid have been surrendered for conversion and converted at the time close of conversion. For as long as business on the Principal amount has not been repaid date on which it is received by the Partnership or converted in fulla designated agent of the Partnership with the Election To Convert duly executed, and on such receipt the Company shall Partnership will promptly issue and deliver a thirty (30) days prior written notice to the Funder, person or shorter notice if thirty (30) days is not practically possible, person entitled a certificate or certificates evidencing the number of any contemplated Trigger EventUnits into which this Note will have been converted. The Partnership will then cancel this Note. The Partnership agrees to reserve for issuance sufficient Units of its authorized but unissued Units as will be necessary to satisfy its obligation to issue such Units upon conversion right of the Funder described this Note in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)accordance with its terms.

Conversion. If at any time, Funder’s ownership (a) Upon the election of the share capital Holder to convert this Note as provided in Section 2 hereof, the Holder shall give written notice of such election to the Maker. From the date hereof through the Maturity Date, the Maker at its option may require the Holder to convert this Note; provided, that the (x) registration statement referred to in Section 4(a) hereof has been effective for ninety (90) consecutive days and the Common Stock has had a closing bid price equal to or greater than US$ 4.00 for the five (5) consecutive trading days preceding the delivery of the Company on an issued conversion notice and outstanding basis falls or (y) no Event of Default has occurred and is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversioncontinuing. The number outstanding principal amount of such shares to be issued upon such conversion this Note plus all accrued and unpaid interest herein shall be converted into the Maker's Common Stock at the conversion price equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher lesser of (i) the Original Issue Price of the Preferred B Shares –(US $4.00 or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 2080% (twenty percent) on the Original Issue Price of the Company’s most senior class average closing bid price of Preferred Shares the Common Stock for the ten consecutive trading days preceding the conversion date, as reported on Bloomberg L.P. (b) In connection with any conversion of this Note in accordance with this Section 7, the Holder shall deliver to the Maker the original version of this Note to be converted marked "Canceled", and acknowledged by the Holder to be paid-in-full in exchange for certificate(s) representing the shares of Common Stock issued in the name of the Holder and determined in accordance with Section 7(a) hereof. The Maker shall deliver the certificate(s) representing the shares of Common Stock to the Holder within three (3) business days' of its receipt of the original version of this Note. (c) Notwithstanding anything herein contained, if upon the election of the Holder to convert this Note to Common Stock, the Holder is entitled to more than 500,000 shares of Common Stock, the Maker may satisfy its obligations to the Holder by delivery of 500,000 shares of Common Stock at the time of conversion that are issued set out in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued this Note and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice contemporaneously therewith delivering to the Funder, or shorter notice if thirty (30Holder a certified check in an amount equal to the full amount of principal and interest owing pursuant to this Note less a credit for the value represented by the 500,000 shares of Common Stock delivered to the Holder calculated based on the formula for valuation set out in subsection 7(a) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)hereof.

Conversion. If (a) The Lender may, by delivering to the Company a Conversion Notice, request Conversion of a portion or all of the relevant Drawdown Amount, less the Drawdown Reduction, if any, into fully paid registered Shares at any time on or before the expiry of the Initial Conversion Period (or the Subsequent Conversion Period, as applicable) (any Shares issuable or deliverable upon Conversion pursuant to any provisions of this Section 7(a) and Section 7(b), the Conversion Shares). (b) To the extent that the Lender has not requested Conversion of a portion or all of the Draw-down Amounts during the respective Initial Conversion Period, the Lender shall be deemed to have requested Conversion of any Loan that continues to be outstanding, including any interest accrued thereon and not yet repaid, on the commencement of the Subsequent Conversion Period. (c) In case of an actual or deemed Conversion Notice by the Lender, the Lender shall, no later than on the close of the second Trading Day immediately after the Initial Conversion Period or, as the case may be, the Subsequent Conversion Period, deliver to the Company via facsimile or email notice a calculation sheet evidencing the calculation of the Conversion Price and the number of Conversion Shares issuable or deliverable to the Lender, such notice accompanied by screenshots of the relevant Bloomberg screens for the Principal Market. The Company shall review such calculation promptly upon receipt and shall notify the Lender no later than on the close of the third Trading Day immediately after the end of the Initial Conversion Period or, as the case may be, the Subsequent Conversion Period, by 5:00 p.m. (Geneva time), of any objections (which shall include a brief explanation of the objection(s)) (the Objections) it may have. Both Parties agree to settle any Objections in good faith and promptly. (d) In case of an actual or deemed Conversion Notice by the Lender, the Company shall (or cause its agent or bank to) deliver on the close of the third Trading Day immediately after the end of the Initial Conversion Period or, as the case may be, the Subsequent Conversion Period, by 5:00 p.m. (Geneva time) or, in case of Objections, promptly upon settlement by the Parties of the Objections (each a Conversion Closing Date), the Conversion Shares to the Lender in the form of Class B Shares (whereby the relevant number of Class B Shares shall be determined on the basis of the Conversion Price) by crediting the depository account of the Lender (as designated by the Lender no later than on the date of the expiry of the Initial Conversion Period or the Subsequent Conversion Period, as applicable) and register the Lender or its designee (provided the Company has given its prior written consent in accordance with Section 2.2first sentence), subject to applicable general limitations in the Company's articles of association as in effect from time to time, Funder’s ownership in the Company's share register for the relevant number of Conversion Shares. (e) The Company hereby confirms and undertakes that any Conversion Shares issued to the Lender under this Agreement will, no later than 2 (two) Trading Days after the date on which the Conversion Shares have been delivered, be listed on the Principal Market and become tradable without any restrictions on the Principal Market. (f) The Company further covenants that upon delivery of the share capital of the Company on an Conversion Shares. (i) shall be credited as fully paid; (ii) rank equally in all respects with all other issued and outstanding basis falls or is reasonably expected Class B Shares; (iii) not be subject to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted any security interest created by the Company’s board ; and (iv) be entitled to dividends declared subsequent to the date of directors issue unless any Share price used for purposes of calculating the Conversion Price with respect to the relevant Initial Conversion Period or Subsequent Conversion Period is quoted ex dividend. (g) The Company's covenants with respect to the Conversion Shares shall apply mutatis mutandis to the Fee Shares, it being understood that the Fee Shares shall be subject to the limitations pursuant to Section 11(b) (h) Any obligation, representation, covenant or other statement by the Company under this Section 7 relating to the Conversion Shares shall apply mutatis mutandis if the Lender uses Security Shares as a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion substitute to the delivery of the outstanding Principal amount Conversion Shares as per the terms of Section 12 (such portion in which case the relevant Security Shares become Substituted Conversion Shares). (i) For the avoidance of Principal amount that is so converteddoubt, the “Convertible Amount”) Parties agree that a Conversion into shares ADSs will not be available to the Lender, except upon specific request by the Lender and subject to the availability of ADSs under the terms of the deposit agreement for the issuance of ADSs and the written consent of the Company’s most senior class . Without limitation to the Company's right to withhold consent at its discretion, any Conversion into ADSs is only permissible if the Company concludes in its discretion that the Conversion Shares (in the form of Preferred Shares ADSs), at the time of Conversion, are not "Restricted Securities" (as such term is defined under the Company’s then current articles U.S. Securities Act of association1933, as amended (the Securities Act). (j) The Lender acknowledges and understands that any Conversion Shares, any Fee Shares and any Security Shares acquired by it under the terms of this Agreement (for purposes of this Section 7(j) the Relevant Shares) may be amended issued as "Restricted Securities" as defined in Rule 144(a)(3) under the Securities Act, and agrees that so long as any Relevant Shares are "Restricted Securities" as defined in Rule 144(a)(3) under the Securities Act, it will segregate any Relevant Shares from time to time any other shares that it holds that are not "Restricted Securities", will not deposit any Relevant Shares in an unrestricted depositary receipt facility (including the “Articles”Company's ADSs facility in the United States) existing immediately prior to such conversionand will only transfer any Relevant Shares as further set forth below in this Section 7(j). The number Lender acknowledges and understands that any Relevant Shares are being offered and sold to it pursuant to an exemption from registration under the Securities Act, or a transaction not subject to. the registration requirements of such shares to the Securities Act in a transaction not involving a public offering of securities in the United States and that any Relevant Shares have not been and will not be issued upon such conversion shall registered under the Securities Act or with any state or other jurisdiction of the United States. The Lender agrees and covenants that so long as any Relevant Shares are "Restricted Securities" as defined in Rule 144(a)(3) under the Securities Act, they may not be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of reoffered, resold, pledged or otherwise transferred except (i) outside the Original Issue Price United States in an offshore transaction in accordance with Rule 903 or 904 of Regulation S under the Securities Act or (b) pursuant to Rule 144 under the Securities Act (if available) or pursuant to another available exemption, if any, from registration under the Securities Act, and that, in each case, such offer, sale, pledge or transfer must be made in accordance with all applicable securities Laws of each state of the Preferred B United States and the securities Laws of any other relevant jurisdiction, as then in effect. The Investor agrees to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Relevant Shares –(or the Conversion Price of the Preferred B restrictions set forth herein. In addition, prior to any such subsequent reoffer, resell, pledge or otherwise transfer the Relevant Shares, if the Investor will obtain from such Conversion Price is lower than transferee a written undertaking to comply with the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)transfer restrictions set forth herein.

Conversion. If (a) Upon Maturity or at any time, Funder’s ownership the discretion of the share capital Holder, any unpaid principal amount of this Note plus any accrued interest thereon shall be convertible into shares of Common Stock at a Fifty Percent (25%) discount to the Company on an issued and outstanding basis falls or is reasonably expected lowest closing market price in the previous 90 days of trading to fall below 50.1%, solely as a result the date of the exercise Notice of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under Conversion provided to the Company’s 2018 Share Option Plan or an equivalent plan adopted by . (the Company’s board of directors (a “Trigger EventConversion Price”), Funder mayat the option of the Holder, in its sole discretion, convert all whole or any portion in part Shares issued upon conversion shall become free trading stock as promulgated by the rules and regulations of the outstanding Principal amount (U. S. Securities and Exchange Commission. The date on which such portion of Principal amount that conversion is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may to be amended from time to time effected (the “ArticlesConversion Date”) existing immediately prior to such conversion). The number of such shares Holder shall effect conversions by surrendering the Note to be issued upon such conversion converted to the Company, together with the form of notice attached hereto as Exhibit A (“Notice of Conversion”). The Notice of Conversion shall specify the amount of principal and accrued interest to be converted. The Notice of Conversion, once given, shall be equal to irrevocable. If, at Maturity, the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price Holder is converting less than all of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); principal and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullinterest amounts represented by this Note, the Company shall deliver to the Holder a thirty cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from qualified legal counsel to have the restrictions lifted from the security. (30b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date, (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction. (c) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the number of shares to be issued shall be rounded up or down to the nearest whole share. (d) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (e) The portion of the principal amount and accrued but unpaid interest on the Note, if any, which is converted into Common Stock shall be canceled upon conversion. (f) The Notice of Conversion (Exhibit A) shall be given to the Company ten (10) days prior written notice to the Funder, anniversary of Issuance Date or shorter notice if thirty (30) days Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not practically possiblea Business Day, Notice of any contemplated Trigger Event. The conversion right of Conversion will be deemed given on the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)following Business Day.

Conversion. If at (a) (i) At any timetime after the Closing Date, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) this Debenture shall be convertible into shares of Common Stock at the Company’s most senior class option of Preferred Shares (as such term is defined under the Company’s then current articles of associationHolder, as may be amended in whole or in part at any time and from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal subject to the quotient obtained by dividing limitations on conversion set forth in Section 4(a)(ii) hereof); provided, however, that if the Convertible Amount by a price per share equal to Set Price (based on the higher of (i) the Original Issue Price of the Preferred B Shares –(or USD/Euro Exchange rate on the Conversion Price of the Preferred B Shares, if such Conversion Price Date) is lower than the Original Issue Pricepar value of the Common Stock, this Debenture may be converted at the par value of the Common Stock. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Conversion Notice”), to Facsimile No (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Chief Financial Officer) specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a “Conversion Date”) and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “Conversion Schedule”) reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. The Underlying Shares which are issuable by the Company based on the Conversion Notice and subsection 4(a) (as such terms are defined in the Articles); and iii) (iiA) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at paid up on the time Conversion Date by way of set-off of the Holder’s obligation to pay up the Underlying Shares against the Company’s obligation to pay the principal amount of this Debenture so converted (the “Converted Amount”) to the Holder. The amount, if any, by which Converted Amount exceeds (i) the par value of the Underlying Shares, times (ii) the number of issuable Underlying Shares, shall be considered as share premium (“agio”) paid on the Underlying Shares. The Company shall, within two weeks after the Conversion Date, deposit a bank statement as referred to in Section 2:93(a)(6) of the Netherlands Civil Code, indicating the EURO amount into which the Converted Amount is freely convertible based on the USD/EURO exchange rate on the Conversion Date, with the Commercial Registry of the competent Chamber of Commerce and Industry. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. For as long as The Holder and the Principal Company shall maintain records showing the principal amount has not been repaid converted and the date of such conversions. The Company shall deliver any objection to the figures represented in the Conversion Schedules within 2 Business Days of receipt of such notice. In the event of any dispute or converted in fulldiscrepancy, the Company shall deliver honor the conversion for the undisputed amount, and provide the Holder with a thirty (30) days prior written notice statement of its specific objections to Holder’s calculations within the time period required for delivery of the Underlying Shares. The Company and the Holder shall endeavor to resolve any discrepancy within five Business Days, and absent such consensual resolution, the matter shall, within a further five Business Days, be referred to the FunderCompany’s independent auditors, who shall be requested in writing to resolve such dispute within ten Business Days, or shorter notice as quickly thereafter as possible; provided, however, that if thirty (30the Company’s position with respect to such discrepancy is successful, such liquidated damages shall not accrue pursuant to Section 4(b)(ii) days is not practically possible, with respect to the disputed amount of any contemplated Trigger Eventsuch Conversion Notice. The conversion right written decision of such independent auditors shall be final. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the Funder described in provisions of this Section ‎2paragraph, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition following conversion of a Deemed Liquidation (as such term is defined in portion of this Debenture, the Articles)unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Conversion. If (A) Subject to Section 4(C) and Section 4(D), a holder of shares of Series A-1 Preferred Stock may, at any time, Funder’s ownership of time after the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result date of issuance of restrictedsuch shares and on or prior to the fifth calendar day prior to such date, sharesif any, restricted stock units as may have been fixed for the redemption thereof in any permitted call for redemption pursuant to Section 11 below, by delivering to the Corporation written notice (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”"Conversion Notice"), Funder may, in its sole discretion, convert all one or any portion more shares of Series A-1 Preferred Stock into the number of shares of the outstanding Principal amount Corporation's common stock (such portion the "Common Stock") equal to (i) $250.00 divided by (ii) the Conversion Price (as defined in Section 4(E)). The Conversion Notice shall specify the number of Principal amount that is so shares of Series A-1 Preferred Stock to be converted, the “Convertible Amount”) into applicable Conversion Price, the number of shares of Common Stock issuable on conversion (which shall not be less than 8,000 shares of Series A-1 Preferred Stock, except if all shares of Series A-1 Preferred Stock then outstanding are being converted to Common Stock). From and after the Company’s most senior class date on which the Corporation received a Conversion Notice from a holder of a share of Series A-1 Preferred Shares Stock (or if such date is not a business day in the State of California, the next succeeding business day) (the "Conversion Date"), such share shall cease to be outstanding and the converting holder shall be deemed the owner of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock was converted; provided, however, that in the event of a notice of redemption of any shares of Series A-1 Preferred Stock pursuant to Section 11 hereof, the right of the holder to convert the Series A-1 Preferred Stock shall terminate as to the number of shares designated for redemption at the close of business on the fifth calendar day preceding the redemption date, unless default is made in payment of the redemption price, in which event such right of the holder to convert any rights of the holder under Sections 2 and 3 hereof shall continue until such payment. The Corporation shall deliver to such holder an uncertificated security evidencing such shares of Common Stock through book-entry transfer within three business days following the Conversion Date or, at the written request of the holder as specified in the Conversion Notice, a physical stock certificate evidencing such shares within ten business days following the Conversion Date (such date of delivery referred to as the "Issue Date"). For purposes of the preceding sentence, the first business day following the Conversion Date shall count as the first business day for delivery of evidence of such shares of Common Stock. The Conversion Notice may be delivered via facsimile transmission to Informix Corporation, attention: Chief Financial Officer, telecopy no. (▇▇▇) ▇▇▇-▇▇▇▇. On the Issue Date, the Corporation shall issue and cause to be delivered (against delivery of the certificate representing the Series A-1 Preferred Stock (the "Preferred Certificate")) to the registered holder thereof at such address as such term holder shall specify in the Conversion Notice a certificate or certificates (including uncertificated securities) for the number of full shares of Common Stock issuable upon the conversion, registered in such holder's name, together with cash (if any) as provided in Section 6. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of such Conversion Date. If on such Issue Date the number of shares of Series A-1 Preferred Stock to be delivered shall be less than the total number of shares represented by the Preferred Certificate, there shall be issued to the holder thereof or his assignee on such Issue Date a new Preferred Certificate evidencing the remaining Series A-1 Preferred Stock. (B) Subject to Section 4(C) and Section 4(D), each share of Series A-1 Preferred Stock shall automatically convert into Common Stock in accordance with the terms hereof but without the delivery of a Conversion Notice on the date that is defined 547 days excluding and following the date of issuance of such share (or if such date is not a business day in the State of California, the next succeeding business day) (the "Automatic Conversion Date"); provided, however, that the Automatic Conversion Date shall be extended as provided in the following circumstances: (I) if a Default Event identified in clauses (i) or (ii) of Section 2(C) above shall have occurred and continues at the time that such share of Series A-1 Preferred Stock would otherwise automatically convert into Common Stock, then no such automatic conversion shall occur and the Automatic Conversion Date shall be delayed for a period equal to 365 calendar days following and excluding the date on which the Default Event shall have been resolved pursuant to Section 2(C) hereof; (II) if a Default Event identifed in clause (iii) of Section 2(C) above shall have occurred and continues at the time that such share of Series A-1 Preferred Stock (or Similar Stock) would otherwise automatically convert into Common Stock, then no such automatic conversion shall occur and the Automatic Conversion Date shall be delayed for a period equal to the number of days required for the resolution of such Default Event; (III) if a Registration Request is made within 360 calendar days of the Automatic Conversion Date for such share of Series A-1 Preferred Stock , then such date shall be extended (even if no Default Event identified in clause (i) of Section 2(C) shall have occurred) as necessary to ensure that the Automatic Conversion Date is not less than 180 days from the effective date of the requested Registration Statement; and (IV) if a Required Consent has not been obtained within 180 calendar days of the Automatic Conversion Date for such share of Series A-1 Preferred Stock, then such date shall be extended (even if no Default Event identified in clause (ii) of Section 2(C) shall have occurred) as necessary to ensure that the Automatic Conversion Date is not less than 90 days from the date that the Required Consent is obtained. From and after the Automatic Conversion Date, such shares of Series A-1 Preferred Stock shall cease to be outstanding and the converting holder shall be deemed the owner of the number of shares of Common Stock into which such shares of Series A-1 Preferred Stock were converted. The Corporation shall deliver to such holder a stock certificate evidencing such shares of Common Stock within ten business days following the Automatic Conversion Date. For the purpose of determining the applicable Conversion Price under Section 4(E), the Company’s then current articles Automatic Conversion Date shall be deemed the Conversion Date. (C) If, either at the time that the Corporation received a Conversion Notice or on the Automatic Conversion Date, the aggregate number of association, as may be amended from time shares of Common Stock issuable pursuant to such Conversion Notice and all other Conversion Notices received at that time (the “Articles”"Subject Conversion Notices"), when added to the aggregate number of shares of Common Stock (a) existing immediately prior previously issued pursuant to the conversion of shares of Series A-1 Preferred Stock and (b) issuable upon conversion of all remaining outstanding shares of Series A-1 Preferred Stock (determining such number as if such Series A-1 Preferred Stock were converted as of the Conversion Date relating to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of Conversion Notice), including Series A-1 Preferred Stock issuable (i) upon exercise by the Original Issue Price Corporation of the its right to require ▇▇▇▇▇▇▇▇ International Limited to purchase additional shares of Series A-1 Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) upon exercise by ▇▇▇▇▇▇▇▇ of its right to require the Company to issue and sell to ▇▇▇▇▇▇▇▇ additional shares of Series A-1 Preferred, in each case in accordance with the terms of the Subscription Agreement, would exceed the number of shares equal to 19.9% of the total number of shares of Common Stock outstanding (adjusted to reflect any split, subdivision, combination, or consolidation of the Common Stock, whether by reclassification, distribution of a price that reflects a discount dividend with respect to the outstanding Common Stock payable in shares of 20% (twenty percentCommon Stock, or otherwise, or any recapitalization of the Common Stock) on August 12, 1997 (the Original Issue Price "19.9% Limit") and such circumstance would require the approval of the Company’s most senior class holders of the Common Stock pursuant to the listing requirements or rules of the Nasdaq National Market (or such stock exchange or other interdealer quotation system on which the Common Stock is then listed or quoted), then the number of shares of Series A-1 Preferred Shares at Stock identified in the time of conversion that are issued in a bona fide financing, so Subject Conversion Notices that, following such conversionif converted into shares of Common Stock, Funder shall regain 50.1would equal or exceed the 19.9% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at Limit (the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2"Excess Preferred Shares"), shall not apply be converted unless and until the stockholder approval referred to in case Section 5 (the Funder’s ownership "Required Consent") is obtained or is no longer required. The Excess Preferred Shares will be allocated among the holders delivering Subject Conversion Notices on a PRO RATA basis based on the relative number of shares of Series A-1 Preferred Stock identified in each such Subject Conversion Notice. Any Excess Preferred Shares shall not be converted into shares of Common Stock until the later of the share capital date on which the Required Consent is obtained and the Corporation received a subsequent Conversion Notice with respect thereto. (D) Shares of Series A-1 Preferred Stock shall be convertible only into the Company on an issued Maximum Number of shares of Common Stock. The "Maximum Number" is equal to the sum of 13,674,500 plus the Convertible Number. The "Convertible Number" is initially zero and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition thereafter may be increased upon expiration of a Deemed Liquidation 65 day period (as such term is defined the "Notice Period") after the holder delivers a notice (a"65 Day Notice") to the Issuer designating an aggregate number of shares of Common Stock in the Articles)excess of 13,674,500 which will become convertible.

Conversion. If at any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder The Holder may, in its sole discretion, convert all or at any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended time and from time to time on or after the date hereof, and in each case when any principal and/or accrued interest remains unpaid on this Note, convert the unpaid principal amount of and accrued but unpaid interest (through the date of such conversion) on this Note in whole or in part into fully paid and nonassessable ordinary shares, par value NIS 0.001 of the Company (the “ArticlesOrdinary Shares”) existing immediately prior ). Subject to such conversion. The Section 8 below, the number of such shares to Ordinary Shares into which this Note may be issued upon such conversion converted shall be equal to the quotient obtained determined by dividing the Convertible Amount unpaid principal amount of and accrued but unpaid interest on this Note to be converted by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price (as determined from time to time as set forth below). For purposes hereof, “Conversion Price” shall mean $1.50, subject to adjustment in accordance with the provisions of Section 8 below. In addition, (a) if the Holder makes a demand for payment hereunder pursuant to Section 3 above or (b) if this Note becomes due on the Outside Maturity Date (because the Holder has not made an earlier demand for payment of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); entire amount due under this Note and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount this Note has not been repaid or converted in fullinto Ordinary Shares prior to the Outside Maturity Date), the Company shall deliver have the right, exercisable (i) within three (3) Business Days following the receipt by the Company of the Demand Notice or (ii) no later than three (3) Business Days prior to the Outside Maturity Date, as applicable, in lieu of making such payment, to convert the entire principal amount and any accrued and unpaid interest under this Note (or, if less, the amount specified in the Demand Notice) into Ordinary Shares, at the Conversion Price; provided, however, that the Company shall not have the right to convert this Note into Ordinary Shares as provided herein in the event of an Insolvency of the Company. For purposes hereof “Insolvency” shall mean if the Company generally fails to pay debts as they become due, or admits in writing its inability to pay debts as they become due; applies for, or consents to, the appointment of a trustee, receiver, sequestrator, or other custodian for it, or any of its property, or makes a general assignment for the benefit of creditors; consents or acquiesces, permits or suffers to exist the involuntary appointment of a trustee, receiver, sequestrator, or other custodian for it, or for a substantial part of its property; permits or suffers to exist (unless dismissed within thirty (30) days prior written notice to calendar days) the Funderinvoluntary commencement of, or shorter notice if thirty (30) days is not practically possiblevoluntarily commences any bankruptcy, of reorganization, debt arrangement, or other case or proceeding under any contemplated Trigger Event. The conversion right of bankruptcy or insolvency laws, or permits or suffers to exist the Funder described involuntary commencement of, or voluntarily commences any dissolution, winding up or liquidation proceeding; or takes any action authorizing, or in this Section ‎2furtherance of, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)foregoing.

Conversion. If Subject to and upon compliance with the provisions of the Indenture, each holder of Securities shall have the right, at his or her option, at any time, Funder’s ownership time on or before the close of business on the share capital of last trading day prior to the Company on an issued and outstanding basis falls or is reasonably expected Maturity Date (subject to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”next paragraph), Funder mayto convert the principal amount of any Security held by such holder, in its sole discretion, convert all or any portion of the outstanding Principal such principal amount (such portion which is $1,000 or an integral multiple thereof, into that number of Principal amount that is so converted, the “Convertible Amount”) into fully paid and non-assessable shares of the Company’s most senior class of Preferred Shares Common Stock (as such term is defined under shares shall then be constituted) obtained by multiplying (i) the Company’s then current articles principal amount of association, the Securities or portion thereof to be converted by (ii) a conversion rate of 64.6998 shares per $1,000 principal amount of Securities (as may be amended adjusted from time to time as provided in the Indenture, the "Conversion Rate"). The initial Conversion Rate is equivalent to a conversion price of $15.456 per share (the “Articles”"Conversion Price"). Notwithstanding the foregoing paragraph, the holders' right to conversion will terminate: (a) existing immediately with respect to any Security or portion thereof which is called for redemption prior to the last trading day prior to the Maturity Date, on the close of business on the last trading day preceding the Redemption Date (unless the Company defaults in payment of the redemption price in which case the conversion right will terminate at the close of business on the date such default is cured) and (b) with respect to any Security or portion thereof subject to a duly completed election for repurchase, on the close of business on the 30th day after the date of the Fundamental Change Notice (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase in accordance with Section 3.14 of the Indenture). To convert a Security, a holder must surrender this Security to the Conversion Agent, accompanied by a completed and manually signed conversion notice a form of which is on the back of this Security (and if the shares of Common Stock to be issued on conversion are to be issued in any name other than that of the registered holder of this Security, furnish appropriate endorsements and transfer documents, in form satisfactory to the Company, duly executed by the registered holder or its duly authorized attorney and pay all transfer and similar taxes) and, in case such surrender shall be made during the period from the close of business on the Regular Record Date immediately preceding any Interest Payment Date through the close of business on the last trading day immediately preceding such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a date in such period), also accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest and Additional Amounts, if any, otherwise payable on such Interest Payment Date on the principal amount of the Security then being converted. Subject to the aforesaid requirement for a payment in the event of conversion after the close of business on a Regular Record Date immediately preceding an Interest Payment Date, no adjustment shall be made on conversion for any interest or Additional Amounts accrued hereon or for any dividends on Common Stock delivered on conversion. In lieu of delivery of Common Stock otherwise deliverable upon notice of conversion of any Securities, the Company may elect to pay holders surrendering Securities an amount in cash (for each share of Common Stock otherwise so deliverable) equal to the average of the Closing Sale Prices of Common Stock for the five consecutive trading days immediately following either (a) the date of notice of election to deliver cash as described below if the Company has not given notice of redemption, or (b) the Conversion Date, in the case of conversion following the notice of redemption specifying that the Company intends to deliver cash upon conversion. The number Company will inform the holders through the Trustee no later than two business days following the conversion date of its election to deliver shares of Common Stock or to pay cash in lieu of delivery of Common Stock, unless the Company has already informed holders of its election in connection with its optional redemption of the Securities pursuant to Section 3.01 of the Indenture. If the Company elects to deliver such payment in Common Stock, the Common Stock will be delivered through the Conversion Agent no later than the fifth business day following the Conversion Date. If the Company elects to pay such payment in cash, the payment will be made to holders surrendering Securities no later than the tenth business day following the Conversion Date. If an Event of Default (other than a default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). The Conversion Rate (and, simultaneously, the Conversion Price) will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock of the Company; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days of the record date for such distribution at less than the Closing Sale Price of the Common Stock at the Time of Determination; and distributions to such holders of Common Stock of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if holders of Securities may participate in the transaction or in certain other cases. The Company from time to time may (to the extent permitted by applicable law) voluntarily increase the Conversion Rate (and, simultaneously, reduce the Conversion Price by any amount for any period of at least 20 days, in which case the Company shall give at least 15 days' notice of such shares to decrease, if the Board of Directors has made a determination that such decrease would be issued upon such conversion in the Company's best interests, which determination shall be conclusive. The Company will not issue a fractional share of Common Stock upon conversion of a Security. A holder of a Security otherwise entitled to a fractional share will receive cash equal to the quotient obtained by dividing applicable portion of the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Closing Sale Price of Common Stock on the Preferred B Shares –trading day immediately preceding the Conversion Date. No adjustment in the Conversion Rate (or Conversion Price) need be made unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price of the Preferred B Shares, if such Rate (or Conversion Price is lower than the Original Issue Price) (as such terms ). Any adjustments that are defined not made shall be carried forward and taken into account in any subsequent adjustment and all adjustments that are made and carried forward shall be taken in the Articles); and (ii) a price that reflects a discount of 20aggregate in order to determine if the 1% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days threshold is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)met.

Conversion. If at any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as To convert a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so convertedNote, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of Holder thereof must (i) complete and sign the Original Issue Price "Form of the Preferred B Shares –Election to Convert" below (or the Conversion Price of the Preferred B Sharesunless such Holder is DTC, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in which case the Funder’s ownership customary procedures of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (iDTC will apply), (ii) or surrender such Note to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent and (iv) pay any transfer or similar tax if required by Section 10.6 of the definition Indenture. A Holder who surrenders this Note for conversion (even if this Note has been called for redemption or a Change of Control Offer has been made) will be paid promptly after such conversion interest accrued but not paid from the most recent date on which interest has been paid or, if no interest has been paid, from the date of original issuance of this Note through the date of such conversion. In addition, if this Note (even if this Note has been called for redemption or a Change of Control Offer has been made) is converted after a regular interest payment record date and prior to the related Interest Payment Date, the full interest installment on this Note scheduled to be paid on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of this Note at the close of business on such record date. No fractional shares of Common Stock will be issued upon conversion, but an adjustment in cash will be made, as provided in the Indenture, with respect to any fractional share which would otherwise be issuable upon conversion. A Holder is not entitled to any rights of a Deemed Liquidation (holder of Common Stock until such Holder has converted its Notes into Common Stock as such term is defined provided in the Articles)Indenture.

Conversion. If The holder or holders of this Note may at any timetime prior to the maturity hereof (except that, Funderif the Corporation has called this Note for redemption, the right to convert shall terminate at the close of business on the second business day prior to the day fixed as the date for such redemption), convert the principal amount hereof into the corporation’s ownership common stock at the conversion ratio of $_____ of Note principal for one share of common stock. To convert this Note, the holder or holders hereof must surrender the same at the office of the share capital Corporation, together with a written instrument of transfer in a form satisfactory to the Company Corporation, properly completed and executed and with a written notice of conversion. No accrued interest will be payable on an issued and outstanding basis falls Notes surrendered for conversion, whether or is reasonably expected to fall below 50.1%, solely as a result not notice of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted redemption has been given by the Company’s board . Company prior to issuance of directors (a “Trigger Event”), Funder may, in its sole discretion, the Class 3 Note] The holder shall not have the right to convert all or any portion of this Note, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after conversion, the holder (together with the holder’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.90% of the number of shares of the Common Stock outstanding Principal amount (immediately after giving effect to such issuance. [The following provision shall be omitted at the request of any Purchaser made to the Company prior to issuance of the Class 3 Note] The holder shall not have the right to convert any portion of Principal amount this Note, pursuant to Section 2 or otherwise, to the extent that is so convertedafter giving effect to such issuance after conversion, the “Convertible Amount”) into holder (together with the holder’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 9.90% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. This paragraph shall only be applicable if the Purchaser of this Note elected to omit the paragraph immediately preceding this paragraph (the paragraph referring to the holder beneficially owning in excess of 4.90% of the shares of the Company’s most senior class ). For purposes of Preferred Shares (as such term is defined under the Company’s then current articles of associationforegoing two paragraphs, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon the conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Note beneficially owned by the holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Shares or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by holder that the Company is not representing to holder that such calculation is in compliance with Section 13(d) of the Exchange Act and holder is solely responsible for any schedules required to be issued upon such conversion filed in accordance therewith. To the extent that the limitation contained in this Section 2 applies, the determination of whether this Note is convertible (in relation to other securities owned by the holder) and of which a portion of this Note is convertible shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); sole discretion of such holder, and (ii) the submission of a price that reflects a discount Notice of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount Conversion shall be deemed to be repaid at such holder’s determination of whether this Note is convertible (in relation to other securities owned by such holder) and of which portion of this Note is convertible, in each case subject to such aggregate percentage limitation, and the time Company shall have no obligation to verify or confirm the accuracy of conversionsuch determination. For purposes of this Section 2, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as long reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the Principal amount has not been repaid case may be, (y) a more recent public announcement by the Company or converted in full(z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the holder, the Company shall deliver a thirty (30) days within two Trading Days confirm orally and in writing to the holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 2 may be waived by the holder, at the election of the holder, upon not less than 61 days’ prior written notice to the FunderCompany, or shorter notice if thirty (30) days is not practically possible, and the provisions of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎22 shall continue to apply until such 61st day (or such later date, shall not apply as determined by the holder, as may be specified in case the Funder’s ownership such notice of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articleswaiver).

Conversion. If at any time(a) This Note may be converted, Funder’s ownership in whole or in part, into the number of the share capital shares of Common Stock of the Company on an issued and outstanding basis falls or as is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price unpaid Principal Amount and all accrued and unpaid interest thereon as of the Preferred B Shares –Conversion Date (as defined below) by (ii) Three Dollars and 50/100 ($3.50) or such lesser price per share of Common Stock as may be offered to the Company's shareholders in connection with any rights offering effected within twelve (12) months from the date hereof (the "Conversion Price"). (b) Written notice of conversion (the "Conversion Request") shall be delivered to the Company by the Holder specifying a date no less than sixty one (61) days after the date such notice is given on which this Note is to be converted into Common Stock (the "Conversion Date"). The Conversion Request shall be given to the Company at the address provided in Section 15 below or, if no such address appears or is given, at the place where the principal executive office of the Company is located. In addition to specifying the Conversion Price Date, the Conversion Request shall specify the principal amount of the Preferred B SharesNote converted and the amount of accrued and unpaid interest converted. On the Conversion Date, if such Conversion Price is lower than the Original Issue Price) (Holder shall surrender this Note to the Company in exchange for the Common Stock of the Company as such terms are defined provided herein, in the Articles); manner and at the place designated by the Company. (c) As soon as practicable after the Conversion Date, the Company shall issue and deliver to Holder, upon surrender of the Note, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon conversion of the Note in accordance with the provisions hereof, and (ii) a price that reflects check or cash in respect of any fraction of a discount of 20% (twenty percentshare as provided in Section 1(d) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of hereof. Such conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and as of the Conversion Date the Note (to the extent of principal repaid) shall be repaid at deemed cancelled and the time Note (or the amount of principal repaid, if less than all) shall cease to accrue interest, and Holder shall be deemed to have become a shareholder of record; provided, however, that, in the event the Conversion Date falls on a date when the Company's securities transfer books are closed, Holder shall not be deemed to be a record holder of the Company's Common Stock for any purpose until the close of business on the next succeeding day on which the Company's securities transfer books shall be open. In the event of a partial conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver issue to Holder on the Conversion Date a thirty new Note in the principal amount of unconverted principal. (30d) days prior written notice No fractional shares of Common Stock shall be issued upon conversion of this Note, but an adjustment in check or cash will be made in respect of any fraction of a share which would otherwise be issuable upon conversion of the Note. (e) The Company will at all times reserve from its authorized but unissued shares a sufficient number of shares to provide for conversion of this Note. (f) The Holder represents, warrants, and covenants to the FunderCompany that he is acquiring this Note and any shares of Common Stock issuable upon conversion of this Note as an investment for his own account, and not for resale. The Holder further understands that the transferability of this Note and the shares of Common Stock that may be issued upon conversion of this Note is limited and that it is not anticipated that there will be any public market for this Note or for the shares of Common Stock that may be issued upon conversion of this Note, and that it may not be possible to sell or dispose of this Note or any shares of Common Stock that may be issued upon conversion of this Note. The Holder further acknowledges that neither this Note nor the shares of Common Stock issuable upon conversion of this Note have been registered under the Securities Act of 1933, as amended, or shorter notice if thirty (30) days is not practically possible, the securities laws of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior tostate, and contingent uponthat a legend will be placed on the certificates representing any shares of Common Stock that may be issued upon conversion of this Note in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, a consummation of subsections AS AMENDED (iTHE "ACT") OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE (THE "LAW"), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles). SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER SAID SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND QUALIFICATION UNDER THE LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID SALE OR OFFER.

Conversion. If at any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrumenta) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) This Debenture shall be convertible into shares of Common Stock at the Company’s most senior class option of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended Holder in whole or in part at any time and from time to time (after the “Articles”) existing immediately Original Issue Date and prior to such conversionthe close of business on the Maturity Date. The number of such shares to be issued upon such conversion of Common Stock as shall be equal to the quotient obtained issuable upon a conversion hereunder shall be determined by dividing the Convertible Amount outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon (which the Company does not elect to pay in cash), by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price (as defined below), each as subject to adjustment as provided hereunder. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as EXHIBIT A (the "CONVERSION NOTICE") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (the "CONVERSION DATE"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that the Conversion Notice is deemed delivered hereunder. Subject to Section 4(b) hereof and Section 3.8 of the Preferred B SharesPurchase Agreement, if such each Conversion Price Notice, once given, shall be irrevocable. If the Holder is lower converting less than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price all of the Company’s most senior class of Preferred Shares at principal amount represented by the time of Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion that are issued hereunder cannot be effected in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullfull for any reason, the Company shall deliver a thirty (30) days prior written notice honor such conversion to the Funderextent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 5(b)) a new Debenture for such principal amount as has not been converted. (b) Not later than three Trading Days after the Conversion Date, the Company will deliver to the Holder (i) a certificate or shorter notice if thirty certificates which shall be free of restrictive legends and trading restrictions (30other than those required by Section 3.1(b) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case Purchase Agreement) representing the Funder’s ownership number of shares of the share capital Common Stock being acquired upon the conversion of Debentures (subject to reduction pursuant to Section 3.8 of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (iPurchase Agreement), (ii) or Debentures in a principal amount equal to the principal amount of Debentures not converted; (iii) a bank check in the amount of all accrued and unpaid interest (if the Company has elected to pay accrued interest in cash), together with all other amounts then due and payable in accordance with the terms hereof, in respect of Debentures tendered for conversion and (iv) if the Company has elected to pay accrued interest in shares of the definition Common Stock, certificates, which shall be free of restrictive legends and trading restrictions (other than those required by Section 3.1(b) of the Purchase Agreement), representing such number of shares of the Common Stock as equals such interest divided by the Conversion Price calculated on the Conversion Date; PROVIDED, HOWEVER, that the Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon conversion of the principal amount of Debentures until Debentures are delivered for conversion to the Company or the Holder notifies the Company that such ▇▇▇▇▇▇▇▇▇ has been mutilated, lost, stolen or destroyed and complies with Section 9 hereof. The Company shall, upon request of the Holder, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If in the case of any Conversion Notice such certificate or certificates, including for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Debentures tendered for conversion. If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section, including for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, prior to the third Trading Day after the Conversion Date, the Company shall pay to such Holder, in cash, as liquidated damages and not as a Deemed Liquidation penalty, $1,500 for each day thereafter until the Company delivers such certificates. If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section prior to the 20th day after the Conversion Date, the Company shall, at the Holder's option (i) prepay, from funds legally available therefor at the time of such prepayment, the aggregateof the principal amount of Debentures then held by such Holder, as requested by such ▇▇▇▇▇▇, and (ii) pay all accrued but unpaid interest on account of the Debentures for which the Company shall have failed to issue the Common Stock certificates hereunder, in cash. The prepayment price shall equal the Mandatory Prepayment Amount for the Debentures to be prepaid. If the Holder has required the Company to prepay Debentures pursuant to this Section and the Company fails for any reason to pay the prepayment price within seven days after such notice is deemed delivered hereunder, the Company will pay interest on the prepayment price at a rate of 18% per annum (to accrue daily), in cash to such Holder, accruing from such seventh day until the prepayment price and any accrued interest thereon is paid in full. (i) The conversion price (the "CONVERSION PRICE") in effect on any Conversion Date shall be the lesser of (A) $4.00 (the "INITIAL CONVERSION PRICE") and (B) 83% multiplied by the average of the five lowest Per Share Market Values during the ten (10) Trading Days immediately preceding the Conversion Date; PROVIDED THAT, (a) if an Underlying Securities Registration Statement is not filed on or prior to the Filing Date (as such term is defined in the ArticlesRegistration Rights Agreement), or (b) if the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, within five (5) days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that an Underlying Securities Registration Statement will not be "reviewed" or is not subject to further review or comment by the Commission, or (c) if the Underlying Securities Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (as defined in the Registration Rights Agreement), or (d) if such Underlying Securities Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities (as such term is defined in the Registration Rights Agreement) at any time prior to the expiration of the "Effectiveness Period" (as such term as defined in the Registration Rights Agreement), without being succeeded by a subsequent Underlying Securities Registration Statement filed with and declared effective by the Commission within ten (10) days, or (e) if trading in the Common Stock shall be suspended, or if the Common Stock shall be delisted from trading, on the OTC Bulletin Board or any other national securities market or exchange on which the Common Stock is then listed or quoted for trading for any reason for more than three (3) Trading Days, or (f) if the conversion rights of the Holder are suspended for any reason or if the Holder is not permitted to resell Registrable Securities under the Underlying Securities Registration Statement, or (g) if an amendment to the Underlying Securities Registration Statement is not filed by the Company with the Commission within ten (10) days of the Commission's notifying the Company that such amendment is required in order for the Underlying Securities Registration Statement to be declared effective (any such failure being referred to as an "EVENT," and for purposes of clauses (a), (c) and (f) the date on which such Event occurs, or for purposes of clause (b) the date on which such five (5) days period is exceeded, or for purposes of clauses (d) and (g) the date which such ten (10) day period is exceeded, or for purposes of clause (e) the date on which such three (3) Trading Day period is exceeded, being referred to as "EVENT DATE"), the Conversion Price shall be decreased by 2.5% each month (i.e., the Conversion Price would decrease by 2.5% as of the Event Date and additional 2.5% as of each monthly anniversary of the Event Date) until the earlier to occur of the second month anniversary after the Event Date and such time as the applicable Event is cured. Commencing the second month anniversary after the Event Date, the Company shall pay to the holders of the Debentures 2.5% of the aggregate principal amount of Debentures then outstanding (each holder being entitled to receive such portion of such amount as equals its pro rata portion of the Debentures then outstanding) in cash as liquidated damages, and not as a penalty on the first day of each monthly anniversary of the Event Date until such time as the applicable Event, is cured. Any decrease in the Conversion Price pursuant to this Section shall continue notwithstanding the fact that the Event causing such decrease has been subsequently cured. The provisions of this Section are not exclusive and shall in no way limit the Company's obligations under the Registration Rights Agreement. (ii) If the Company, at any time while any Debentures are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of the Common Stock, (b) subdivide outstanding shares of the Common Stock into a larger number of shares, (c) combine outstanding shares of the Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, the Initial Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of the Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (iii) If the Company, at any time while any Debentures are outstanding, shall issue rights or warrants to all holders of the Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of the Common Stock at a price per share less than the Per Share Market Value of the Common Stock at the record date mentioned below, the Initial Conversion Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of the Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase shares of the Common Stock the issuance of which resulted in an adjustment in the Initial Conversion Price pursuant to this Section, if any such right or warrant shall expire and shall not have been exercised, the Initial Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Initial Conversion Price made pursuant to the provisions of this Section 4 after the issuance of such rights or warrants) had the adjustment of the Initial Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of the Commn Stock actually purchased upon the exercise of such rights or warrants actually exercised. (iv) If the Company, at any time while Debentures are outstanding, shall distribute to all holders of the Common Stock (and not to the Holder) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then in each such case the Initial Conversion Price at which Debentures shall thereafter be convertible shall be determined by multiplying the Initial Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of the Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith; PROVIDED, HOWEVER, that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "APPRAISER") selected in good faith by the holders of a majority in interest of Debentures then outstanding; and PROVIDED, FURTHER, that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in good faith, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. In either case the adjustments shall be described in a statement provided to the holders of Debentures of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (v) In case of any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, the Holder of this Debenture shall have the right thereafter to, at its option, (A) convert the then outstanding principal amount, together with all accrued but unpaid interest and any other amounts then owing hereunder in respect of this Debenture only into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of the Common Stock following such reclassification or share exchange, and the Holder shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which the then outstanding principal amount, together with all accrued but unpaid inter

Conversion. If (A) The Payee may elect to convert all or part of the principal of this Convertible Note and any accrued and unpaid interest at any timetime or times before August 23, Funder’s ownership 2012. The conversion price shall be fifty (50%) percent of the share capital lowest trading price during the five (5) trading days prior to conversion, subject to adjustment pursuant to this Article “4” of this Note (the “Conversion Price”); provided, however, if an Event of Default pursuant to Article “9” of this Note occurs, this Note shall be subject to an interest rate of twenty (20%) percent and the Conversion Price formula shall be reduced to forty (40%) of the Company on an issued and outstanding basis falls lowest trading price during the five (5) trading days prior to conversion. (i.) If the Payee does not provide written notice of its intention to convert some or is reasonably expected to fall below 50.1%, solely as a result all of the exercise unpaid principal and any accrued and unpaid interest due, Payor shall pay the amount due on the Maturity Date. (ii.) If all or part of existing this Note is converted pursuant to Paragraph “A” of this Article “4” of this Note, the shares shall be delivered to the Payee within three (3) business days after the date upon which the Payor receives a Conversion Notice (such third (3rd) business day the “Conversion Share Due Date”), in the form attached hereto as Exhibit “A”; provided, however, that a Conversion Notice delivered after 1:00 o’clock P.M. on any business day shall be deemed to be delivered on the next following business day. (iii.) If all or future options part of this Note is converted pursuant to Paragraph “A” of this Article “4” of this Note, all shares delivered to the Payee shall be free-trading if the shares are issued after six (or 6) months after the date of this Note. If any shares delivered to the Payee are not free- trading, on August 23, 2012, at its own cost, the Company shall cause its counsel to issue an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under opinion letter to the Company’s 2018 Share Option Plan transfer agent, or an equivalent plan adopted by its successor (the Company’s board of directors (a “Trigger EventTransfer Agent”), Funder maythat the said shares may be sold or transferred without restriction or limitation in reliance on Rule 144 promulgated under the Securities Act of 1933, as amended, and direct the Transfer Agent to replace such shares with a certificate that does not contain a restrictive legend. After the receipt by the Transfer Agent of the certificate representing such shares from Tangiers (or its broker) requesting the issuance of an unrestricted certificate, the Company shall cooperate fully with the Transfer Agent. If the newly issued unrestricted stock is not delivered to Tangiers or its broker within four (4) business days after the receipt of the restricted shares, the Company shall pay an additional amount of one thousand dollars ($1,000) per calendar day for each day that delivery of the unrestricted stock certificate is delayed; provided, however, that receipt of the restricted certificate after 1:00 p.m. local time shall be deemed to be receipt on the next following business day. The Company acknowledges that it would be extremely difficult or impracticable to determine Tangiers’ actual damages and costs resulting from the delay in its sole discretionmaking delivery of the unrestricted stock certificate and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs and do not constitute a penalty. These liquidated damages shall be added to the principal value of the note. (B) The Payor shall pay any and all stock transfer fees. No fractions of shares or scrip representing fractions of shares will be issued upon conversion, but the number of shares issued shall be rounded to the nearest whole share, based upon the total number of shares of Common Stock to be issued to the Payee. The date upon which a Conversion Notice is received by the Payor shall be deemed to be the date upon which the Payee has delivered the conversion notice duly executed, to the Payor; provided, however, that a Conversion Notice delivered after 1:00 o’clock P.M. on any business day shall be deemed to be delivered on the next following business day. Upon receipt of the Shares for the full conversion and/or payment of this Note, the Payee shall deliver this Note to the Payor marked “cancelled.” (C) If the Payor fails to deliver shares timely pursuant to this Article “4” of this Note, the Payor shall pay to the Payee an additional amount of shares equal in number to one (1%) percent of the number of shares of Common Stock required to be issued per calendar day for each calendar day that the shares are delayed after the Conversion Share Due Date. The Payor acknowledges that it would be extremely difficult or impracticable to determine the Payee’s actual damages and costs resulting from the delay in delivering the Shares on or prior to the Conversion Share Due Date and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs and do not constitute a penalty. (D) If, upon ▇▇▇▇▇▇▇▇’ request to convert all or any portion part of this Note pursuant to this Article “4” of this Note, the shares are not available by reason of the outstanding Principal amount (such portion of Principal amount that is so convertedPayor not having enough authorized and unissued shares to issue the shares to Tangiers, the “Convertible Amount”) into Payor shall take all necessary action to increase the number of authorized shares of the Company’s most senior class Common Stock to satisfy Tangiers’ request to convert all or part of Preferred Shares this Note. (as such term E) In order to preserve the conversion rights of the Payee, the conversion rate is defined under subject to adjustment if certain events occur, including, but not limited to, any of the Company’s then current articles events that are set forth below: (i.) The issuance of association, as may be amended from time to time any previously authorized or newly authorized shares (common or any other securities convertible into common) of the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such Payor for less than the conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion pursuant to this Article “4” of this Note; (ii.) A recapitalization of the outstanding shares of the Payor which has the effect of changing the percentage of shares which this Note may be converted into in relation to the total number of outstanding shares; (iii.) The payment of any stock dividends; (iv.) The distribution to any holders of shares of the Payor’s securities, evidences of indebtedness of the Payor or assets (excluding cash dividends paid from retained earnings); (v.) The issuance after the date hereof of any stock options, warrants or other rights to acquire shares in the Payor at a price less than the current market value of such shares; and (vi.) Any capital reorganization by the Payor, any reclassification or recapitalization of the Payor’s capital stock, or any transfer of all or substantially all the assets of the Payor to or consolidation or merger of the Payor with or into any other Person. (F) Upon the occurrence of any of the above events (any of such events is hereinafter referred to as a “Dilution Event”), then, in such event, the Payor will immediately take whatever measures are necessary to insure that are issued the percentage interest in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% the Payor which the Note may be converted into would not be increased or reduced. Any adjustment which is required by this Paragraph “F” of Company’s issued and outstanding share capital. The Convertible Amount this Article “4” of this Note shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice effective retroactive to the Funder, or shorter notice if thirty (30) days is not practically possible, date of any contemplated Trigger the Dilution Event. The conversion right provisions of this Paragraph “F” of this Article “4” of this Note shall be applicable to any Dilution Event which occurs at any time after the date of this Note. If any of the Funder described Dilution Events occur, the Payor will mail or cause to be mailed a notice pursuant to Paragraph “C” of Article “19,” to the Payee of this Note specifying the Dilution Event(s) which has occurred. (G) As long as this Note is outstanding and no Event of Default has occurred, neither Tangiers nor its affiliates shall at any time engage in this Section ‎2any short sale of, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of or sell put options or an equivalent instrument immediately prior similar instruments with respect to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)Company’s stock.

Conversion. If (a) The Holder may elect, at any timetime on or prior to the Maturity Date, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of this Note into Conversion Securities on the outstanding Principal amount (terms, and subject to the conditions, set forth herein. In connection with any such portion of Principal amount that is so convertedelection to convert, the Holder shall deliver notice to the Issuer (a “Convertible AmountConversion Election Notice”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of specifying (i) the Original Issue Price portion of the Preferred B Shares –Outstanding Principal Balance of this Note to be converted into Conversion Securities, (ii) the date on which the conversion is to be effected (which date may be contingent upon the occurrence of a Change of Control Event or Public Company Event, if applicable) (the “Conversion Date”), which Conversion Election Notice shall be delivered no later than two Business Days prior to the proposed Conversion Date. (b) Except as otherwise provided in Section 5, on the Conversion Date specified in the Conversion Election Notice, this Note (or applicable portion thereof) shall be converted into such number of Conversion Securities as is equal to (1) the Outstanding Principal Balance (or portion thereof specified in the Conversion Election Notice) as of the Conversion Date divided by (2) the Conversion Price. (c) In connection with any conversion of this Note, the Holder shall promptly surrender this Note to the Issuer (or, in the case of the loss, theft or destruction of this Note, provide an indemnification undertaking with respect to this Note that is reasonably satisfactory to the Issuer) no later than the second Business Day immediately preceding the Conversion Date; provided that failure to timely surrender this Note shall toll but not release the Issuer of its obligations hereunder or delay the Conversion Date of this Note. Without limiting any of the foregoing, if the Holder fails to promptly surrender this Note to the Issuer (or in the case of the loss, theft or destruction of this Note, provide an indemnification undertaking with respect to this Note that is reasonably satisfactory to the Issuer) by the second (2nd) Business Day immediately preceding the Conversion Date, the Issuer will still be deemed to have converted this Note on such Conversion Date and shall hold, for the benefit of the Holder, the Conversion Securities or any other securities issued in exchange for, or upon conversion of, such Conversion Securities until receipt of the surrendered Note (or indemnification undertaking, as applicable). (d) The Issuer shall register (or cause to be registered with the Company’s transfer agent, if applicable) the Conversion Securities in the name of the Holder no later than the second Business Day immediately following the Conversion Date. The Holder shall be treated for all purposes as the beneficial owner of such Conversion Securities as of the Conversion Date. From and after the Conversion Date, this Note (or the Conversion Price of the Preferred B Shares, if portion hereof representing such Conversion Price is lower than the Original Issue PriceSecurities) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at satisfied by the time of conversion. For as long as Issuer and shall cease to be outstanding for any purpose whatsoever. (e) If the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right issuance of the Funder described Conversion Securities would result in this Section ‎2, shall not apply in case the Funder’s ownership issuance of a fractional share of the Conversion Securities, such fractional share capital shall be forfeited. (f) The Issuer shall pay any transfer, stamp or similar Tax due on the issuance or delivery of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)Conversion Securities upon conversion.

Conversion. If At any time after the Original Issuance Date, this Note shall be convertible (in whole or in part) at any time, Funder’s ownership the option of the share capital Holder into such number of the Company on an issued fully paid and outstanding basis falls or non-assessable Ordinary Shares as is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options determined by dividing (or an equivalent instrumentx) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any that portion of the outstanding Principal amount and any accrued and unpaid Interest thereon that the Holder elects to convert (such portion of Principal amount that is so converted, the “Convertible Conversion Amount”) into shares by (y) the Conversion Price then in effect on the date on which the Holder delivers to the Maker a notice of conversion in substantially the Company’s most senior class of Preferred Shares (form attached hereto as such term is defined under the Company’s then current articles of association, as may be amended from time to time Exhibit A (the “ArticlesConversion Notice”) existing immediately prior to such in accordance with Section 5.1. The Company shall not issue any fraction of an Ordinary Share upon any conversion. If the issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up to the nearest whole share. The number Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent (as defined below)) that may be payable with respect to the issuance and delivery of Ordinary Shares upon conversion of any amount of this Note. The Holder shall deliver this Note to the Maker at the address designated in this Note at such time that this Note is fully converted. With respect to partial conversions of this Note, the Maker shall keep written records of the amount of this Note converted as of the date of such shares conversion (each, a “Conversion Date”). Notwithstanding anything to be issued upon the contrary contained herein, the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be equal null and void and treated as if never made, to the quotient obtained by dividing extent that after giving effect to such issuance after conversion, the Convertible Amount by a price per share equal to Holder (together with the higher of (i) the Original Issue Price Holder’s affiliates), would beneficially own in excess of the Preferred B Shares –Beneficial Ownership Limitation (or the Conversion Price as defined below). The “Beneficial Ownership Limitation” shall be 4.99% of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount number of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares Ordinary shares outstanding at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)respective calculation hereunder.

Conversion. If (a) This Note, including accrued interest limited to the 12 month term, shall be convertible into shares of Single Touch Systems Inc. (symbol “SITO”) issuable by the Obligor ("Common Stock"), at a conversion price of Fifty Cents ($0.50) per share (the "Conversion Price") (the conversion price and number of Warrant Shares may be adjusted under the same terms and conditions and using the same methodology as provided in the issued Warrant, provided, however, that the Conversion Price as provided in this Section 4(a) of this Convertible Promissory Note will be so adjusted and so recalculated in lieu of Purchase Price as provided in that Warrant) at the option of the Holder in whole or in part at any time. The Holder shall effect conversions by surrendering to the Obligor the Note and by delivering to the Obligor a written conversion notice (the "Holder Conversion Notice"). Each Holder Conversion Notice shall specify the amount of principal to be converted and the date on which such conversion is to be effected, Funder’s ownership which date may not be prior to the date the Holder delivers such Holder Conversion Notice to the Obligor (the "Conversion Date"). If the Holder is converting less than the entire principal amount of this Note, then the Obligor shall deliver to the Holder a new Note for such principal amount as has not been converted within five (5) business days of the share capital Conversion Date. Each Holder Conversion Notice, once given, shall be irrevocable. (b) Not later than ten (10) business days after the Conversion Date, the Obligor will deliver, or will cause to be delivered, to the Holder a certificate or certificates representing the number of shares of Common Stock being acquired upon the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result conversion of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any a portion of the outstanding Principal principal amount of this Note. (such portion of Principal amount that is so converted, the “Convertible Amount”c) into Certificates representing shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as Common Stock to be delivered upon a conversion hereunder may bear restrictive legends and may be amended from time subject to time (trading restrictions on the “Articles”) existing immediately prior to such conversionstock transfer books. The number Obligor shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until the Note is delivered for conversion to the Obligor, or until the Holder notifies the Obligor that this Note has been lost, stolen or destroyed and provides a bond or other supporting documentation reasonably satisfactory to the Obligor (or other adequate security reasonably acceptable to the Obligor). (d) The Obligor covenants that it will at all times reserve and keep available Common Stock held by it sufficient to satisfy the terms of this Note. (e) Upon a conversion hereunder the Obligor shall not be required to deliver stock certificates representing fractions of shares of Common Stock. The Obligor may at its sole and absolute discretion round fractional shares to the nearest whole share as full, final and complete satisfaction of its obligations for any conversion hereunder. (f) The transfer of certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such shares certificate, provided that the Obligor shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the original Holder. (g) Any and all notices or other communications or deliveries to be issued upon such conversion provided by the Holder hereunder, including, without limitation, any Conversion Notice, shall be equal in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the quotient obtained attention of the Obligor at the facsimile telephone number or address designated in writing by dividing the Convertible Amount Obligor or alternatively at the principal place of business of the Obligor. Any and all notices or other communications or deliveries to be provided by the Obligor hereunder shall be in writing and delivered personally, by facsimile, sent by a price per share equal nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the higher Holder at the facsimile telephone number or address of the Holder designated in writing by the Holder or alternatively at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the Original Issue Price date of the Preferred B Shares –(or the Conversion Price of the Preferred B Sharestransmission, if such Conversion Price is lower than the Original Issue Price) delivered via facsimile prior to 4:30 p.m. (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percentPacific Time) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i)business day, (ii) or the business day after the date of transmission, if delivered via facsimile later than 4:30 p.m. (Pacific Time) on any date and earlier than 11:59 p.m. (Pacific Time) on such date, (iii) one (1) business day following the date of sending, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the definition of a Deemed Liquidation (as party to whom such term notice is defined in the Articles)required to be given.

Conversion. If at (i) At any timetime after the Original Issue Date until this Debenture is no longer outstanding, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) this Debenture shall be convertible into shares of Common Stock at the Company’s most senior class option of Preferred Shares (as such term is defined under the Company’s then current articles of associationHolder, as may be amended in whole or in part at any time and from time to time (subject to the “Articles”limitations on conversion set forth in Section 4(a)(ii) existing immediately prior to such conversionhereof). The number Holder shall effect conversions by delivering to the Company the form of such shares Notice of Conversion attached hereto as ANNEX A (a "NOTICE OF CONVERSION"), specifying therein the principal amount of Debentures to be issued upon converted and the date on which such conversion is to be effected (a "CONVERSION DATE") and shall contain a completed schedule in the form of SCHEDULE 1 to the Notice of Conversion (as amended on each Conversion Date, the "CONVERSION SCHEDULE") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture plus all accrued and unpaid interest thereon in an amount equal to the quotient obtained applicable conversion, which shall be evidenced by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or entries set forth in the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capitalSchedule. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver a thirty (30) days prior written notice any objection to the Funder, or shorter notice if thirty (30) days is not practically possible, figures represented in the Conversion Schedules within 1 Business Day of receipt of such notice. In the event of any contemplated Trigger Eventdispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The conversion right Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the Funder described in provisions of this Section ‎2paragraph, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition following conversion of a Deemed Liquidation (as such term is defined in portion of this Debenture, the Articles)unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Conversion. If (a) Holder is entitled, at its option, to convert (an “Optional Conversion”) all or any time, Funder’s ownership lesser portion of the principal into (i) shares of Common Stock at a conversion price for each share capital of Common Stock equal to $11.98, which amount equals the consolidated closing bid price as reported by Nasdaq on the most recently completed trading day preceding the Company on an issued and outstanding basis falls entering into the Agreement (as equitably adjusted to reflect subsequent stock dividends, stock splits, combinations or is reasonably expected to fall below 50.1%recapitalizations, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger EventConversion Price”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount warrant to purchase the number of shares of Common Stock equal to (x) twenty percent (20% (twenty percent%) on the Original Issue Price of the Companyconverted principal amount, divided by (y) the Conversion Price (the “Warrant”), in the form attached to this Note as Exhibit A, which warrant shall have an exercise price equal to the Conversion Price, by providing a Notice of Conversion in the form attached to this Note as Exhibit B completed and executed by Holder evidencing such Holder’s most senior class of Preferred Shares at intention to convert the time of conversion that are issued in a bona fide financingNote. Notwithstanding the foregoing, so that, following such for any partial conversion, Funder shall regain 50.1% Holder must convert at least $100,000 in principal amount of Company’s issued and outstanding share capitalNotes. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullIn connection with an Optional Conversion, the Notice of Conversion must be given to the Company shall deliver a as provided below not less than thirty (30) days prior written notice to the FunderMaturity Date. In connection with any Optional Conversion, the number of shares of Common Stock to be issued shall be determined by dividing that portion of the principal of this Note to be converted at such time by the Conversion Price. With respect to all Optional Conversions of this Note, interest accrued (but not previously paid or shorter notice if thirty converted) shall be converted into shares of Common Stock determined by dividing that portion of the interest accrued by the Conversion Price. Promptly following any conversion of all outstanding principal and accrued interest, Holder shall promptly return the Note to the Company. (30b) days is not practically possibleIf, after aggregation, the conversion of this Note would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any contemplated Trigger Event. The conversion right fractional share, pay Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership one share of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as Common Stock by such term is defined in the Articles)fraction.

Conversion. If at any timeSubject to and upon compliance with the provisions of this Section, Funder’s ownership the principal amount of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%this Security, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion thereof may, at any time and at or before the close of the outstanding Principal amount (such portion business on January 1, 2003, or thereafter if any Event of Principal amount that is so convertedDefault shall occur and be continuing, the “Convertible Amount”) be converted into duly authorized, validly issued, fully-paid and nonassessable shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time Common Stock at $2.75 per share (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or "Conversion Price"), or, in case an adjustment in the Conversion Price and the securities or other property issuable upon conversion has taken place pursuant to Section 8 hereof, then at the applicable Conversion Price and in such securities or other property as so adjusted, upon surrender of the Preferred B SharesSecurity or Securities, the principal amount of which is so to be converted, to the Issuer at any time during usual business hours at the Issuer's offices, accompanied by a written notice of election to convert as provided in the form attached hereto and, if such so required by the Issuer, by a written instrument or instruments of transfer in form satisfactory to the Issuer duly executed by the registered holder or his attorney duly authorized in writing. No payment or adjustment will be made for dividends on any Common Stock except as provided in Section 8 hereof. On conversion of a Security, that portion of any interest accrued and unpaid interest attributable to the period from December 19, 1997 to the Conversion Price is lower than Date with respect to the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financingconverted Security shall not be canceled, so thatextinguished or forfeited, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount but rather shall be deemed to be repaid paid in full to the Holder thereof through delivery of the Common Stock, in exchange for the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. As promptly as practicable after the surrender, as herein provided, of any Security or securities for conversion, the Issuer shall deliver or cause to be delivered at its said office or agency to or upon the written order of the holder of the Security or securities so surrendered a certificate or certificates representing the number of duly authorized, validly issued, fully-paid and nonassessable shares of Common Stock, into which such Security or Securities may be converted in accordance with the provisions of Section 7. Prior to delivery of such certificate or certificates, the Issuer shall require a written notice at its said office or agency from the Holder of the Security or securities so surrendered stating that the holder irrevocably elects to convert such Security or Securities, or, if less than the entire principal amount thereof is to be converted, stating the portion thereof to be converted. Such notice shall also state the name or names (with address and social security or other taxpayer identification number) in which said certificate or certificates are to be issued. Such conversion shall be deemed to have been made at the time that such Security or Securities shall have been surrendered for conversion and such notice shall have been received by the Issuer, the rights of conversionthe holder of such Security or Securities as a Securityholder shall cease at such time, the person or persons entitled to receive the shares of Common Stock, upon conversion of such Security or Securities shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock at such time and such conversion shall be at the Conversion Price in effect at such time. For as long as In the Principal amount has not been repaid or case of any Security which is converted in fullpart only, upon such conversion, the Company Issuer shall execute and deliver a thirty (30) days prior written notice to the Funderholder thereof, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent uponas requested by such holder, a consummation new Security or securities of subsections (i), (ii) or (iii) authorized denominations in aggregate principal amount equal to the unconverted portion of the definition of a Deemed Liquidation (as such term is defined in the Articles)Security.

Conversion. If (a) At the option of (x) the Holder, at any time, Funder’s ownership time after the first anniversary of the Closing Date or any time prior to such first anniversary following either the Company's issuance of a notice to redeem the Notes pursuant to Section 2 or the occurrence and continuance of an Event of Default (as defined below) or (y) the Company, if the closing price of the Common Stock, par value $.0033 per share (the "Common Stock"), of the Company, shall be equal to or in excess of $20.00 per share for any twenty Trading Days (as defined below) in any thirty Trading Day period, the Notes, in whole or in part, may be converted on the Conversion Date (as defined below) at the principal amount thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock including the associated Rights (as defined in the Note Purchase Agreement), at the Conversion Price (as defined below), in effect at the time of conversion; provided that, for the Company to exercise the right specified in clause (y) above, the Company must issue a Conversion Notice (as defined below) within twenty business days of the end of any such thirty Trading Day period. In the event that a Note is called for redemption pursuant to Section 2, such conversion right in respect of the Note shall expire at the close of business on the Redemption Date, unless the Company fails to make the payment due upon redemption. The price at which the number of shares of Common Stock to be delivered shall be determined upon conversion shall be $3.33 per share of Common Stock (the "Conversion Price"). The Conversion Price shall be adjusted in certain instances as provided in paragraph (d) of this Section 3. (b) If either the Holder or the Company elects to convert the Notes, the Holder or the Company, as the case may be, shall provide written notice (the "Conversion Notice") to the Company (at the Company's address) or the Holders (to each Holder's address as it appears on the register), as applicable, which states that such party elects to convert such Note. In the event that the Company elects to convert the Notes, the Conversion Notice shall include a certification by the Company that each of the conditions set forth in Section 3(f) will be satisfied as of the Conversion Date. In order to exchange the securities, the Holder shall surrender the Notes, duly endorsed or assigned to the Company or in blank. If the Holder elects to convert the Notes, upon notice to the Company thereof the Company shall use its best efforts to cause the conditions set forth in Section 3(f)(ii) through (v) to be satisfied as promptly as possible thereafter. Each conversion shall be deemed to have been effected immediately prior to the close of business on the date all of the conditions set forth in Section 3(f) have been satisfied or waived by the Holder (the "Conversion Date"). If such day is not a business day, and a day on which the principal national securities exchange or market quotation system on which the Common Stock is then listed or admitted for trading is open (a "Trading Day"), then such conversion will be deemed to have been effected on the next succeeding Trading Day. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver the certificates representing the (c) No fractional shares of Common Stock shall be issued upon conversion of Notes. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of any Note, the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the market price per share of Common Stock at the close of business on the Conversion Date. (d) The Conversion Price shall be subject to the following adjustments: (i) if, on any Conversion Date, 80% of the closing price on the trading day immediately preceding the Conversion Date is less than $3.33, then the Conversion Price shall be reduced to equal 80% of such closing price; (ii) in case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective; (iii) in case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company in Common Stock, the Conversion Price in effect at the opening of business on an the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination; (iv) in case the Company shall issue rights or warrants to all holders of its Common Stock entitling than to subscribe for or purchase shares of Common Stock at a price per share less than the Conversion Price, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such rights or warrants shall be adjusted to such subscription or purchase price, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination; (v) in case the Company shall issue Common Stock (other than shares of Common Stock issued upon exercise of rights, options and warrants outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”date hereof), Funder mayor rights, options or warrants convertible into, or exchangeable or exercisable for, Common Stock to any third party, or shall reprice or adjust the conversion, exchange or exercise price of rights, options or warrants outstanding as of the date hereof, at or to a price per share of Common Stock less than the Conversion Price, the Conversion Price in effect at the opening of business on the day following the date of such issuance, repricing or adjustment shall be adjusted to such issue, conversion, exchange or exercise price, or in the case of a repricing or adjustment, such conversion, exchange or exercise price as so adjusted, such reduction to become effective immediately after the opening of business on the day following the date of such issuance, repricing or adjustment, as the case may be; (vi) in case the Company shall, by dividend or otherwise, distribute to all holders of its sole discretionCommon Stock evidences of its indebtedness or assets (including securities, convert all but excluding any rights or warrants referred to in clause (iv) of this Section, any dividend or distribution paid in cash out of the retained earnings of the Company and any dividend or distribution referred to in clause (iii) of this Section), the Conversion Price in effect at the opening of business on the date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the Conversion Price on the date fixed for such determination less the then fair market value of the portion of the outstanding Principal amount assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such Conversion Price, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for such determination: and (vii) the reclassification of Common Stock into securities including other than Common Stock shall be deemed to involve (A) a distribution of such portion securities other than Common Stock to all holders of Principal amount that is so convertedCommon Stock (and the effective date of such reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution" and "the date fixed for such determination" within the meaning of clause (vi) of this Section) and (B) a subdivision or combination, as the “Convertible Amount”) into case may be, of the number of shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing Common Stock outstanding immediately prior to such conversion. The reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such shares reclassification shall be deemed to be issued "the day upon which such conversion shall be equal subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of clause (ii) of this Section). (e) Whenever the Conversion Price is adjusted pursuant to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of Section 3(d): (i) the Original Issue Price of Company shall compute the Preferred B Shares –(or the adjusted Conversion Price of and shall prepare a certificate signed by the Preferred B Shares, if such Company setting forth the adjusted Conversion Price showing in reasonable detail the facts upon which such adjustment is lower than the Original Issue Price) (as such terms are defined in the Articles)based; and (ii) a price notice stating that reflects the Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall forthwith be required, and as soon as practicable after it is required (together with a discount of 20% (twenty percent) on the Original Issue Price copy of the Company’s most senior class of Preferred Shares at the time of conversion that are issued certificate referred to in a bona fide financing, so that, following clause (i) above) such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount notice shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, mailed by the Company to all Holders. (f) The Company's right to convert the Notes shall deliver a thirty (30) days prior written notice be subject to the Funder, or shorter notice if thirty (30) days is not practically possible, satisfaction of any contemplated Trigger Event. The conversion right each of the Funder described in this Section ‎2following conditions: (i) no Event of Default (as defined below) and no condition or event which, with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), have occurred; (ii) consummation of the conversion shall not result in a violation of any law, regulation, judgment, injunction, order or decree applicable to the Company or any Holder; (iii) all Common Stock held by any Holder as of the definition Conversion Date and to be held by such Holder as a result of the conversion shall not, on the Conversion Date or thereafter, be subject to any limitation or restriction on such Holder's ability or right to hold, vote, transfer, dispose or take any other action with respect to such Common Stock (other than any such limitation or restriction arising as a Deemed Liquidation result of the requirements of the Securities Act of 1933, as amended, or as a result of agreements of such Holder with third parties); (iv) all filings with, and all approvals, consents and actions by any Person necessary to exempt any Reserved Shares (as such term is defined in the Articles)Purchase Agreement) issued upon conversion of the Notes held by such Holder as of the Conversion Date and to be held by such Holder as a result of the conversion and any such Holder with respect to all such shares from, and to exclude such Reserved Shares from the calculation of aggregate beneficial ownership of Common Stock of such Holder for the purposes of, (x) the provisions of the Rights Agreement (as defined in the Purchase Agreement) or from any similar agreement or plan that the Company may have and (y) any applicable anti-takeover statute or regulation shall have been obtained and taken; and (v) all filings with, and all approvals, consents and actions by, any Person necessary to consummate the conversion (including, without limitation, any approval required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended) shall have been made and obtained.

Conversion. If On conversion, the Conversion Amount shall be converted into such number of shares of fully paid new Conversion Shares as, at the Conversion Price, have an aggregate value equal to the Conversion Amount (as nearly as practicable, ignoring fractions and rounding down to the nearest whole number of Conversion Shares). The Company shall issue the appropriate number of new Conversion Shares to Wellcome and, as soon as practical (and in any timeevent no later than twenty (20) Business Days following receipt of notice from Wellcome), Fundershall enter Wellcome as a member in its register of members and send a share certificate to Wellcome at the address set out in Clause 21. The Company undertakes to obtain all necessary shareholders consents and approvals as may be required to issue the Conversion Shares to Wellcome as soon as reasonably practicable. Wellcome’s ownership rights on conversion. On conversion of the Loan into Conversion Shares: Wellcome shall for as long as it holds at least five percent (5%) of the total issued share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time, be entitled to appoint a director to the Board or, if at any time (it decides not to exercise such a right, to appoint an Observer to the “Articles”) existing immediately prior to such conversionBoard. The number of such shares to be issued upon such conversion Observer shall be equal entitled to receive notice of meetings, copies of the minutes of meetings and copies of all other papers circulated to the quotient obtained Board and any sub-committees as if he were a director; Wellcome shall be a party to a shareholders agreement which will be entered into by dividing the Convertible Amount major participants in the Company and which will include a standard list of matters which will require the prior approval of the participating investors before being undertaken by the Company and also a price per share equal comprehensive list of financial and other information which must be provided by the Company to the higher participating investors; the shareholder agreements or Articles of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital Association of the Company will include standard tag along and co-sale rights as agreed upon by the investors in the Company; and Wellcome will be entitled to standard inspection and visitation rights on an issued and outstanding basis falls below 50.1% due to exercise of options the same terms as the other investors in the Conversion Shares. Written demands. Written demands from Wellcome requiring repayment or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) conversion of the definition Loan (or both) shall state: For repayment: the Repayment Amount, the Repayment Date and the details of a Deemed Liquidation (as such term is defined in the Articles)Wellcome bank account into which the Repayment Amount should be paid; and For conversion: the amount of the Loan to be converted into Conversion Shares.

Conversion. If at any time(a) Subject to and upon compliance with the provisions of this Section 3, Funder’s ownership the Record Holder of the share capital Debenture may, at its option, convert any or all of such Debenture for shares of common stock of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely ("Company Stock") at the rate of one share of Company Stock (the "Conversion Factor") for each $25 (the "Conversion Price") of Conversion Value (as a result defined below) of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is Debenture so converted, the “Convertible Amount”) into shares subject to adjustments as set forth below. The "Conversion Value" of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion Debenture shall be equal to the quotient obtained by dividing principal amount thereof. If a residual amount of Conversion Value remains following a conversion of the Convertible Amount by a price per Debenture tendered for conversion (that is, an amount less than the then effective Conversion Price for another whole share equal of Company Stock), the Company shall pay to the higher Record Holder in cash such residual amount of Conversion Value in lieu of any fractional share of Company Stock. If the Debenture is called for redemption as provided in Section 2 hereof, the conversion rights pertaining thereto will terminate at the close of business five (i5) business days immediately preceding the Original Issue Price redemption date thereof. (b) A Record Holder of the Preferred B Shares –Debentures may exercise the conversion right as to any amount of a Debenture (but not as to an amount, if less than the full amount of the Debenture, of Conversion Value that is less than the then-effective Conversion Price for a whole share of Company Stock) by delivering to the Company during regular business hours, at its principal executive office or at any such other place as may be designated by the Company, the Debenture to be converted, duly endorsed or assigned in blank (or to the Conversion Price of Company if required by it), and accompanied by written notice stating that the Preferred B SharesRecord Holder elects to convert the Debenture, stating the amount thereof to be converted if such Conversion Price is lower less than the Original Issue Pricefull amount, and stating the name or names (with addresses) (as such terms in which the certificate or certificates for the Company Stock are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s to be issued and outstanding share capitala completed Internal Revenue Service Form W-9, or any successor form or forms substitutable therefor, executed by any transferee. The Convertible Amount conversion shall be deemed to be repaid at have been effected on the time of conversion. For as long date when such delivery is made, and such -3- date is referred to herein as the Principal amount has not been repaid or converted in full"Conversion Date." From and after the Conversion Date, no further interest shall accrue with respect to the Debenture. As promptly as practicable after the Conversion Date, the Company shall issue and deliver to or upon the written order of the Record Holder a thirty certificate or certificates for the number of full shares of Company Stock to which the Record Holder is entitled, and a check or cash in respect of any residual amount of Conversion Value. Any person in whose name the certificate or certificates for shares of Company Stock are to be issued shall be deemed to become a holder of record of such shares on the applicable Conversion Date, unless the transfer books of the Company are closed on that date, in which event such person shall be deemed to have become a holder of record of such shares on the next succeeding date on which the transfer books are open, but the applicable Conversion Factor and Conversion Value shall be those in effect on the Conversion Date. (30c) days prior written notice No fractional shares of Company Stock, or scrip in respect thereof, shall be issued upon conversion of the Debenture. Instead, in any case in which a fractional share of Company Stock would otherwise be issuable because the amount of remaining Conversion Value is less than the then-effective Conversion Price for a whole share of Company Stock, the Company shall pay the exchanging Record Holder the cash amount of such remaining Conversion Value. (d) The Conversion Factor shall be subject to adjustment from time to time as follows, provided, however, that no adjustment to the FunderConversion Factor need be made until cumulative adjustments would affect the Conversion Factor by more than one percent (1%): (i) If, at any time or from time to time after the date of original issuance of the Debenture, the number of shares of Company Stock outstanding is increased by a stock dividend payable in shares of Company Stock or by a subdivision or split-up of shares of Company Stock, then the Conversion Factor in effect on the record date fixed for the determination of holders of shares of Company Stock entitled to receive such stock dividend, or shorter notice if thirty whose shares of Company Stock are included as part of such subdivision or split-up, shall be adjusted in accordance with the following formula: CF/ = CF x 0/ --- 0 where: CF/ = the adjusted Conversion Factor. CF = the Conversion Factor in effect on such record date. O/ = the number of shares of Company Stock outstanding immediately after such event. O = the number of shares of Company Stock (30ii) days If, at any time or from time to time after the date of original issuance of the Debenture, the number of shares of Company Stock outstanding is not practically possibledecreased by a combination (whether by reverse stock split or otherwise) of the outstanding shares of Company Stock, then the Conversion Factor in effect on the record date fixed for such combination shall be adjusted in accordance with the formula set forth in clause (i) above. (iii) In case, at any time or from time to time after the date of original issuance of the Debenture, of (A) any contemplated Trigger Eventcapital reorganization, reclassification or recapitalization of the capital stock of the Company (other than a change in par value, or from par value to no par value), (B) a consolidation, combination or merger of the Company with or into another person (other than a business combination or merger in which the Company is the continuing entity and which does not result in any change in the Company Stock) or (C) a sale or other disposition of all or substantially all the assets of the Company as an entirety or substantially as an entirety to any other person, then the Debenture shall immediately upon the consummation of such reorganization, reclassification, recapitalization, consolidation, combination, merger, or sale or other disposition be convertible into the kind and number of shares of stock or other securities or property of the Company, or of the entity resulting from such business combination or surviving such merger or to which such assets shall have been sold or otherwise disposed, to which a holder of the number of shares of Company Stock deliverable upon conversion of the Debenture (immediately prior to the consummation of such event) would have been entitled upon such consummation. If the Company engages in a transaction set forth in clauses (A) to (C) above and the Record Holder of the Debenture does not convert its Debenture as provided above, then the continuing or surviving entity shall be obligated within thirty days of the consummation of such transaction to redeem the Debenture, and the Record Holder of the Debenture shall surrender the Debenture for redemption, all in accordance with the redemption provisions otherwise applicable to the Debenture as set forth in Section 2 hereof. The conversion right adjustments described in this clause (iii) shall be subject to further adjustments as appropriate that shall be as nearly equivalent as may be practicable to the relevant adjustments provided for in the preceding clauses and in this clause. If, in the case of any such reorganization, reclassification, recapitalization, consolidation, merger, combination, sale or other disposition, the stock or other securities and property receivable thereupon by a holder of shares of Company Stock includes shares of stock, securities or other property or assets (including cash) of an entity other than the successor or acquiring entity, as the case may be, in such -5- reorganization, reclassification, recapitalization, consolidation, merger, combination, sale or other disposition, then the Company shall enter into an agreement with such other entity for the benefit of the Funder holder of the Debenture that shall contain such provisions to protect the interests of such Record Holder as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. (iv) No adjustment in the Conversion Factor shall have any effect upon the Conversion Value of the Debenture, although each such adjustment shall affect (in the manner described in this Section ‎23(d)) the number of shares of Company Stock issuable in respect of any particular amount of Conversion Value and thus shall affect the effective Conversion Price as to a whole share of Company Stock. (v) All calculations under this Section 3(d) shall be made to the nearest one-tenth (1/10) of a cent or to the nearest one-tenth (1/10) of a share, shall not apply in as the case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due may be. (vi) Any adjustment made pursuant to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections clauses (i), (ii) or (iii) above shall become effective on the date immediately after the record date referenced therein. (e) Whenever the Conversion Factor shall be adjusted as provided in Section 3(d), the Company shall forthwith mail (first class and postage prepaid) to the Record Holder of the definition Debenture at its address appearing on the Company's records for the Debenture, a copy of a Deemed Liquidation statement, certified by its chief financial officer, showing the facts requiring such adjustment and the Conversion Factor and effective Conversion Price per whole share of Company Stock that shall be in effect after such adjustment. Where appropriate, such copy may be given in advance and may be included as part of a notice required under Section 3(f). (as such term is defined f) If the Company shall propose to take any action of the types described in clause (iii) of Section 3(d) or liquidate, dissolve or wind-up, the Company shall give notice to the Record Holder of the Debenture, in the Articlesmanner set forth in Section 3(e), which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Factor and effective Conversion Price per whole share of Company Stock and on the number, kind or class of stock or other securities or property that shall be deliverable or purchasable upon the occurrence of such action or thereafter deliverable upon conversion of the Debenture. In the case of any action that would require the fixing of a record date, such notice shall be given at least fifteen (15) days prior to the date so fixed, and in the case of all other action, such notice shall be given at least twenty (20) days prior to the taking of such proposed action. Failure to give such notice, or (g) All shares of Company Stock which may be delivered upon conversion of the Debenture shall upon delivery be duly and validly issued, fully paid and non- assessable, free of all claims, liens, charges, and encumbrances.

Conversion. If at any time, Funder’s ownership A Holder of a Security may convert it into Shares in accordance with the terms and conditions set forth in Article 11 of the share capital Indenture. After May 25, 2003, a Holder's right to convert Securities into Shares is subject to the Issuer's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence in lieu of delivering all or part of such Shares; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Company on an issued Indenture, the Issuer shall deliver Shares (and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result cash in lieu of fractional Shares) in accordance with Article 11 of the exercise of existing Indenture, whether or future options (or an equivalent instrument) or as not the Issuer has delivered a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion notice pursuant to Section 11.02 of the outstanding Principal amount (such portion of Principal amount Indenture to the effect that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may Securities will be amended from time to time (the “Articles”) existing immediately prior to such conversionpaid in cash. The number amount of such shares cash to be issued upon such conversion paid for each $1,000 Principal Amount of a Security shall be equal to the quotient obtained Market Price of a Share multiplied by dividing the Convertible Amount Conversion Rate in effect on such Conversion Date. If the Issuer shall elect to make such payment wholly in Shares, then such Shares shall be delivered through the Conversion Agent to Holders surrendering Securities no later than the fifth Business Day following the Conversion Date. If, however, the Issuer shall elect to make any portion of such payment in cash, then the payment, including any delivery of Shares, shall be made to Holders surrendering Securities no later than the tenth Business Day following the Conversion Date. The Issuer shall not pay cash in lieu of delivering all or part of such Shares upon the conversion of any Security pursuant to the terms of Article 11 of the Indenture (other than cash in lieu of fractional shares) if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Issuer delivers its notice of whether each Security shall be converted into Shares or cash) and is continuing an Event of Default (other than a default in such payment on such Securities). In the event the Issuer exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion into Shares to receive the same number of Shares such Holder would have received if the Issuer had not exercised such option. If the Issuer exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by a price per share payment of an amount equal to the higher interest (including Contingent Interest) thereon that the registered Holder is entitled to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities shall be payable by the Issuer on any Interest Payment Date subsequent to the date of conversion. Securities surrendered for conversion during the period from the close of business on any date on which Contingent Interest accrues to the opening of business on the date on which such Contingent Interest is payable (iexcept Securities with respect to which the Issuer has mailed a notice of redemption) must be accompanied by payment of an amount equal to the Original Issue Price Contingent Interest and Defaulted Interest with respect thereto that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no Contingent Interest on converted Securities will accrue after the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the Preferred B Shares –conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Price of Agent, (2) surrender the Preferred B SharesSecurity to the Conversion Agent for cancellation, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Issuer or the Trustee and (4) pay all funds required, if such Conversion Price is lower than the Original Issue Price) any, relating to interest (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percentincluding Contingent Interest) on the Security to be converted for which you are not entitled and pay any transfer or similar tax, if required. A Holder may convert a portion of a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on, or other distribution with respect to, any Shares except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Price Discount (or interest, if the Issuer has exercised its option provided for below in "Tax Event") attributable to the period from the Issue Date (or, if the Issuer has exercised the option referred to below in "Tax Event", the later of (x) the Company’s most senior class date of Preferred Shares at such exercise and (y) the time of conversion that are issued in a bona fide financingdate on which interest was last paid) through the Conversion Date with respect to the converted Security and (except as provided below) accrued Contingent Interest and accrued Defaulted Interest with respect to the converted Security shall not be cancelled, so thatextinguished or forfeited, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount but rather shall be deemed to be repaid at paid in full to the time Holder thereof through the delivery of conversionthe Shares (together with the cash payment, if any, in lieu of fractional Shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such Shares (together with any such The Conversion Rate will be adjusted as provided in the Indenture. For as long as If the Principal amount has not been repaid Issuer is a party to a consolidation, merger or converted binding share exchange or a transfer of its assets as, or substantially as, an entirety, or upon certain distributions described in fullthe Indenture, the Company right to convert a Security into Shares may be changed into a right to convert it into securities, cash or other assets of the Issuer or another Person. In the event of a Share Separation, the Securities shall deliver not be convertible in Shares, but shall instead be convertible solely into Corporation Shares except upon a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Trust Assumption Event. The conversion right Upon the occurrence of a Share Separation, the Conversion Rate of the Funder described Securities shall be adjusted in this Section ‎2accordance with the terms of the Indenture. In addition, Holders of Securities shall not apply in case be entitled to convert their Securities into Shares for the Funder’s ownership period beginning on the record date for such Share Separation and ending on the first Business Day succeeding the first five consecutive trading days after the effective date of such Share Separation. Tax Event - From and after (1) the share capital of date (the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii"Tax Event Date") of the definition occurrence of a Deemed Liquidation Tax Event and (as 2) the date the Issuer exercises such term option, whichever is defined later (the "Option Exercise Date"), at the option of the Issuer, interest in lieu of future Original Issue Discount shall accrue at the rate of 3.25% per annum on a principal amount per Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued to the Option Exercise Date and shall be payable semi-annually on May 25 and November 25 of each year (each an "Interest Payment Date") to holders of record at the close of business on May 1 or November 1 (each a "Regular Record Date") immediately preceding such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. Interest (including Contingent Interest) on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Issuer maintained for such purpose. Each installment of interest on any Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States, provided that with respect to any Holder, such Holder shall have furnished to the Paying Agent all required wire payment instructions no later than the related Regular Record Date, or if no such instructions have been furnished, by check payable to such Holder. From and after the Option Exercise Date, Contingent Interest provided for in the Articles)paragraph entitled "Contingent Interest" hereof shall cease to accrue on this Security.

Conversion. If (a) In addition to the Interest Debentures to be issued pursuant to Section 3 hereof, at any time, Funder’s ownership time after the issuance of this Debenture up until the Business Day occurring immediately preceding the earliest of the share capital of Redemption Date, the Company on an issued and outstanding basis falls Settlement Date, the Alternate Settlement Date, the Refusal Date, the Maturity Date, or the date upon which this Debenture is reasonably expected converted in full pursuant to fall below 50.1%Section 8 hereof, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, Purchaser may at any time convert all or any a portion of the outstanding Principal principal amount of this Debenture plus any and all accrued interest to date (such portion of Principal amount that is so converted, the “Convertible Amount”"CONVERSION AMOUNT") into Common Stock of the Company calculated as follows: that number of shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be Common Stock equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of to: (i) the Original Issue Price of the Preferred B Shares –Conversion Amount; divided by (or ii) the Conversion Price then in effect. Except as otherwise provided herein, the Conversion shall be deemed to have been effected as of the Preferred B Sharesclose of business on the date on which the Conversion Notice has been delivered to the Company pursuant to Section 8(b) hereof. Upon any conversion the Common Stock shall be held by the Purchaser for a period of thirty-two (32) days prior to any sale. (b) The Purchaser shall exercise its right of conversion by delivering to the Company upon five (5) Business Days prior written notice provided in accordance with Sections 9(f) and 10 hereof, if such a notice setting forth the following: (i) the Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles)Amount; and (ii) a price that reflects a discount the name or names (and addresses) in which the Purchaser wishes the certificate or certificates of 20% shares of Common Stock to be issued (twenty percent) on the Original Issue Price "CONVERSION NOTICE"). As soon as possible after receipt by the Company of the Company’s most senior class of Preferred Shares at the time of conversion that are issued Conversion Notice (but in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullany event within five (5) Business Days), the Company shall deliver a thirty (30) days prior written notice to the Funder, Purchaser or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections its designee(s): (i)) a certificate or certificates representing the number of shares of Common Stock, issuable by reason of such Conversion in such name or names as the Purchaser has specified; and (ii) in the event that the Conversion Amount is less than the entire outstanding principal amount of this Debenture, a new Debenture with identical terms shall be issued by the Company to the Purchaser to reflect a deduction for the Conversion Amount. (c) The issuance of certificates for shares of Common Stock shall be made without charge to the Purchaser for any issuance tax in respect thereof or other cost incurred by the Company in connection with the Conversion and the related issuance of shares thereof. Upon the Conversion, the Company shall take all such actions as are necessary in order to insure that such stock issuable with respect to the Conversion Notice shall be validly issued, fully paid and nonassessable, free and clear of taxes, liens, charges and encumbrances with respect to the issuance thereof. (iiid) The Company shall not close its books against the transfer of any Common Stock issued or issuable upon delivery of the definition of a Deemed Liquidation Conversion Notice in any manner which interferes with the timely Conversion. The Company shall assist and cooperate with the Purchaser to make any governmental filings or obtain any governmental approval prior to or in connection with the Conversion hereunder (as such term is defined in including, without limitation, making any filings required to be made by the ArticlesCompany). (e) If any fractional interest in a share of Common Stock would, except for the provisions of this Section 8(e), be delivered upon the Conversion, the Company, in lieu of delivering the fractional share therefor, shall pay an amount to the Purchaser or its assignee(s) thereof equal to the Market Price of such fractional interest as of the date of Conversion. (f) Nothing set forth in this Debenture or the Debenture Purchase Agreement shall be construed to limit the number of conversions that the Purchaser may elect to exercise prior to the earliest of the Redemption Date, Settlement Repayment Date, or the Maturity Date.

Conversion. If at On the Automatic Conversion Date, this Note and all accrued but unpaid interest thereon shall immediately, and without any time, Funder’s ownership of action on the share capital part of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretionHolder, convert all or any portion of the outstanding Principal amount into (such portion of Principal amount that is so converted, the “Convertible Amount”i) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of associationcommon stock, as may be amended from time to time par value $0.001 per share (the “ArticlesCommon Stock”) existing immediately prior to such conversion. The number of such shares to be issued upon such ), at a conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share of Common Stock equal to $0.706 (the higher of (i) the Original Issue Price of the Preferred B Shares –(or the “Conversion Price of the Preferred B SharesPrice”), if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a Class D Warrants (the “Warrants”) for the purchase of shares of Common Stock in an amount equal to 50% of the number of shares of Common Stock issued to the Holder in accordance with clause (i) in this Section 3(a) (rounded up to the nearest whole share and subject to adjustment as provided in Section 3(c) below) at an exercise price that reflects a discount per share of 20% Common Stock, subject to adjustment as provided in Section 3(c) below, equal to $0.90 per share (twenty percentthe “Exercise Price”), such Warrants to have the terms and conditions set forth in the form of Warrant attached hereto as Exhibit A. This Note may not be converted by the Holder at any time. No greater than 20 nor fewer than 5 days prior to the Automatic Conversion Date, notice (the “Automatic Conversion Notice”) by first class mail, postage prepaid, shall be given to the Holder, addressed to the Holder at its last address as shown on the Original Issue Price registration records of the Company’s most senior class of Preferred Shares at . The Automatic Conversion Notice shall specify the time of conversion that are issued in a bona fide financing, so that, following such date fixed for conversion, Funder shall regain 50.1% the place or places for surrender of Company’s issued Notes, and outstanding share capitalthe then effective Conversion Rate pursuant to this Section 3. The Convertible Amount Any Automatic Conversion Notice which is mailed as herein provided shall be deemed conclusively presumed to be repaid at the time of conversion. For as long as the Principal amount has not have been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of duly given by the Company on an issued the date deposited in the mail, whether or not the Holder receives such notice; and outstanding basis falls below 50.1% due failure properly to exercise of options give such notice by mail, or an equivalent instrument immediately prior toany defect in such notice, and contingent upon, a consummation of subsections (i), (ii) or (iii) to the Holder shall not affect the validity of the definition proceedings for the conversion of a Deemed Liquidation (as this Note. Notwithstanding that this Note shall not have been surrendered, this Note shall no longer be deemed outstanding and all rights whatsoever with respect to this Note, except the right to receive the number of full shares of Common Stock and Warrants to which such term is defined in the Articles)person shall be entitled upon conversion hereof, shall terminate.

Conversion. If at any time(a) Notwithstanding anything contained herein to the contrary, Funder’s ownership upon delivery from 100% of the share capital Lenders to the Collateral Trustee, the Loan Agent, the Rating Agency and the Borrower of a notice substantially in the form of Exhibit C hereto, the Lenders may elect any Payment Date (such Payment Date, the “Conversion Date”) upon which all of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result Aggregate Outstanding Amount of the exercise Loans shall be converted into Class A-NR Notes of existing or future options an equal aggregate principal amount in accordance with Section 2.14 of the Indenture; provided that (i) the Conversion Date shall be no earlier than the fifth Business Day following the date such notice is delivered (or an equivalent instrumentsuch earlier date as may be reasonably agreed to by the Lenders, the Collateral Trustee and the Loan Agent) or as and (ii) the Conversion Date shall only occur on a result Payment Date. On the Conversion Date, the Aggregate Outstanding Amount of issuance the Class A-NR Notes shall be increased by the Aggregate Outstanding Amount of restricted, shares, restricted stock units (or an equivalent instruments) the Loans so converted. The Loans so converted will cease to be outstanding and will be deemed to have been repaid in full for all purposes under the Company’s 2018 Share Option Plan or an equivalent plan adopted by Indenture and under this Agreement. For the Company’s board avoidance of directors doubt, (a “Trigger Event”)x) not less than all of the Aggregate Outstanding Amount of the Loans may be converted into Class A-NR Notes and, Funder mayonce exercised, the conversion option may not be exercised again and (y) no Class of Notes may be converted into Loans. (b) The Lenders agree to provide reasonable assistance to the Collateral Trustee and the Loan Agent in connection with such conversion, including, but not limited to, providing applicable instructions to DTC. (c) Notwithstanding anything herein to the contrary, each Lender may elect, in its sole discretion, convert to exercise the Conversion Option concurrently with an assignment of all or any a portion of its Loans (an “Assignment/Conversion”) such that the Effective Date (as defined in the Assignment Agreement attached as Exhibit B hereto) of the assignment occurs on the related Conversion Date and the assignee receives Class A-NR Notes in lieu of the portion of the outstanding Principal amount (such portion of Principal amount that is so convertedLoans being assigned. Any assignment made in connection with an Assignment/Conversion shall meet the requirements for an assignment set forth in Section 8.4. Any Lender electing to make an Assignment/Conversion shall deliver to the Collateral Trustee, the “Convertible Amount”Loan Agent and the Borrower at least five Business Days prior to the Conversion Date, (x) into shares an executed Assignment Agreement, (y) a completed notice substantially in the form of Exhibit C hereto and (z) the assignment fee required to be paid pursuant to Section 8.4(c) hereof. (d) Additionally, the Lenders are permitted to elect to remove the Conversion Option related to the Loans at the direction of 100% of the Company’s most senior class of Preferred Shares (as such term is defined under Lenders; provided that no other Holders will have the Company’s then current articles of association, as may right to object or be amended from time required to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal consent to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price removal of the Preferred B Shares –(or Conversion Option and any amendment removing the applicable Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall Option will be deemed to not be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice related to the Funder, or shorter notice if thirty (30) days is Indenture and to solely affect the Lenders and will not practically possible, of any contemplated Trigger Event. The conversion right be subject to the provisions of the Funder described in this Section ‎2, shall not apply in case Indenture; provided further that upon the Funder’s ownership removal of the share capital Conversion Option, any provision of the Company on an issued Indenture related to such right, will be deemed amended in connection with such amendment of this Agreement and outstanding basis falls below 50.1% due to exercise of options have no further force or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) effect for the purposes of the definition of a Deemed Liquidation (as such term is defined in the Articles)Indenture or this Agreement.

Conversion. If (a) Prior to the Stated Maturity Date, the Holder shall have the right, at its option at any time, Funder’s ownership to convert some or all of the share capital Note into such number of fully paid and nonassessable shares of Common Stock as is obtained by: dividing the principal amount of this Note to be converted by the Conversion Price then in effect. The rights of conversion set forth in this Section 4 shall be exercised by the Holder by giving written notice to the Company that the Holder elects to convert a stated amount of this Note into Common Stock and by surrender of this Note (or, in lieu thereof, by delivery of an appropriate lost security affidavit in the event this Note shall have been lost or destroyed) to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the Holder) at any time on the date set forth in such notice (which date shall not be earlier than the Company's receipt of such notice), together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued. Upon any conversion of this Note, the Company shall, at its option, pay any accrued or unpaid interest on the portion of this Note so converted in cash or in Interest Shares, with each Interest Share having a value equal to the Market Price on the conversion date. (b) Promptly after receipt of the written notice referred to in Section 4(a) above and surrender of this Note (or, in lieu thereof, by delivery of an appropriate lost security affidavit in the event this Note shall have been lost or destroyed), but in no event more than three (3) Business Days thereafter, the Company shall issue and deliver, or cause to be issued and outstanding basis falls delivered, to the Holder, registered in such name or is reasonably expected to fall below 50.1%names as the Holder may direct in writing, solely as a result certificate or certificates for the number of whole shares of Common Stock issuable upon the exercise conversion of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal this Note. To the extent permitted by law, such conversion shall be deemed to have been effected, as of the close of business on the date on which such written notice shall have been received by the Company and this Note shall have been surrendered as aforesaid (or, in lieu thereof, an appropriate lost security affidavit has been delivered to the Company), and at such time, the rights of the Holder shall cease with respect to the principal amount that is so of the Notes being converted, and the “Convertible Amount”) into Person or Persons in whose name or names any certificate or certificates for shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may Common Stock shall be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby. (c) No fractional shares shall be issued upon any conversion of this Note into Common Stock. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 4(c), be delivered upon such conversion, the Company, in lieu of delivering such fractional share, shall pay to the Holder an amount in cash equal to the quotient obtained by dividing Market Price of such fractional share of Common Stock. In case the Convertible Amount by a price per share equal principal amount of this Note exceeds the principal amount being converted, the Company shall, upon such conversion, execute and deliver to the higher Holder, at the expense of the Company, a new Note for the principal amount of this Note surrendered which is not to be converted. (d) If the Company shall, at any time or from time to time while this Note is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of in effect immediately prior to the Preferred B Shares, if date on which such change shall become effective shall be adjusted by multiplying such Conversion Price is lower than by a fraction, the Original Issue Price) (as numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such terms are defined in change and the Articles); denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of Conversion Shares issuable upon conversion of this Note shall be adjusted by multiplying the number of Conversion Shares issuable upon conversion of this Note immediately prior to the date on which such change shall become effective by a price that reflects a discount fraction, the numerator of 20% which is shall be the Conversion Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Conversion Price in effect immediately after giving effect to such change, calculated in accordance with clause (twenty percenti) on above. Such adjustments shall be made successively whenever any event listed above shall occur. (e) If any capital reorganization, reclassification of the Original Issue Price capital stock of the Company’s most senior class , consolidation or merger of Preferred the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company's assets to another Person shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Conversion Shares immediately theretofore issuable upon conversion of this Note such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Conversion Shares equal to the number of Conversion Shares immediately theretofore issuable upon conversion of this Note, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Conversion Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the conversion hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, without regard to any conversion limitation specified in Section 4, and the other obligations under this Note. The provisions of this paragraph (e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (f) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus), or subscription rights or warrants, the Conversion Price to be in effect after such payment date shall be determined by multiplying the Conversion Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Board in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price immediately prior to such payment date. Such adjustment shall be made successively whenever such a payment date is fixed. (g) An adjustment to the Conversion Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (h) In the event that, as a result of an adjustment made pursuant to this Section 4, the Holder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon conversion of this Note shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained in this Note. (i) Except as provided in Section 4(j) hereof, if and whenever the Company shall issue or sell, or is, in accordance with any of Sections 4(i)(i) through 4(i)(vii) hereof, deemed to have issued or sold, any Additional Shares of Common Stock (as defined below) for no consideration or for a consideration per share less than the Conversion Price in effect immediately prior to the time of conversion that are issued such issuance or sale, then and in each such case (a bona fide financing"Trigger Issuance") the then-existing Conversion Price, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to a price determined as follows: Adjusted Conversion Price = (A x B) + D ----------- A+C where "A" equals the number of shares of Common Stock outstanding, including Additional Shares of Common Stock (as defined below) deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullissued hereunder, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated immediately preceding such Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles).Issuance;

Conversion. If Each holder of the Series B RCPS will have the right, at the option of the holder at any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion part of the outstanding Principal amount (Series B RCPS into such portion number of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended determined in accordance with the following formula: A represents the aggregate original investment amount in USD (comprising the subscription moneys paid to the Company for subscription for RCPS) of the holder in the Company B represents the aggregate original investment amount in USD (comprising the subscription moneys paid to the Company for subscription for RCPS) of all other holders (past and present) of RCPS in the Company Page | 27 The conversion is to be effected by and subject to the redemption of the Series B RCPS from time to time (funds legally available for distribution at the “Articles”) existing immediately prior to redemption price of USD2.25 per Series B RCPS and the issuance of such conversion. The number of new Shares to the holder with the issue price based on the following formula: Issue price per Share = A N and applying the redemption monies towards such shares issue price. PROVIDED THAT (i) where N includes any fractions, N is to be rounded downwards to the nearest whole number (ii) where the number of new Shares to be issued upon includes any fractions, such number of new Shares is to be rounded downwards to the nearest whole number (iii) where the issue price includes any fractions of sen, the issue price is to be rounded downwards to the nearest sen For the purposes of this provision: (a) the amount in USD of the investment amount is based on the value in USD of the subscription moneys as at the respective date(s) of the relevant subscription(s). (b) for the avoidance of doubt, where any RCPS has been held by more than one holder, such RCPS and investment amount in relation to the RCPS, is to be counted only once. To effect the above conversion, a conversion notice shall be equal sent by the holder(s) of the Series B RCPS to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower Company not less than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written before the intended date of conversion. Such notice shall be in writing and shall fix the date and the time for the conversion. The Company may from time to time consult with, and make proposals to, the holder(s) of Series B RCPS in relation to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right exercise of the Funder described in this Section ‎2, shall not apply in case holder(s)’ entitlement to convert the Funder’s ownership Series B RCPS. Completion of the share capital conversion of the Series B RCPS into Conversion Shares shall be effected at the registered office of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iiiunless agreed otherwise by the holder(s) of the definition Series B RCPS and the Company. On the date fixed for conversion, the holder(s) of the Series B RCPS shall deliver to the Company the share certificate(s) for the relevant Series B RCPS in exchange for share certificates in relation to the relevant amount of Conversion Shares resulting from the conversion of those Series B RCPS. If any share certificate so delivered to the Company relates to any Series B RCPS which are not to be converted on that day, a Deemed Liquidation (as fresh share certificate for those Series B RCPS shall be immediately issued by the Company to such term is defined in the Articlesholder(s).. Page | 28

Conversion. If i. Each Preference Share shall convert in accordance with the provisions of this Article 4: 1. at the election of its Holder at any timetime and from time to time including, Funder’s ownership for the avoidance of doubt, at any time during the period between a Redemption Notice Date and a Redemption Date as set out in Article 5(a); or 2. immediately before a Qualified IPO (but not an IPO that is not a Qualified IPO) upon the underwriting agreement becoming unconditional in all respects; or 3. prior to an IPO, if any rules, regulations, ruling or requirements of the Stock Exchange do not allow the continuing existence of the Preference Shares following the IPO, and in which case the Preference Shares shall be converted into some other similar instruments to be agreed to by the Holder, with substantially the same rights as the Preference Shares and as permitted by the Stock Exchange. For the avoidance of doubt, the foregoing conversion or exchange shall not be mandatory and shall be at the sole discretion of the Holders. Each Preference Share being converted shall convert into such number of fully paid Shares as determined by dividing (x) the Subscription Price for each Preference Share by (y) the then prevailing Conversion Price. The initial Conversion Price shall be equal to the Subscription Price and shall thereafter be subject to adjustment in accordance with Article 4(h) and 4(i). ii. In this Article 4, a "Conversion Date" is the date on which a Holder requires any or all of its Preference Shares to be converted as set out in a Conversion Notice (or if the Holder requires his Preference Shares to be converted on a day which is not a Business Day, the next Business Day) or (if mandatory conversion occurs upon a Qualified IPO) the day on which the underwriting agreement becomes unconditional in all respects. iii. A Holder may convert any or all of his Preference Shares, as set out in Article 4(a)(i), by serving notice of conversion ("Conversion Notice") together with his relevant share certificate on the Company at least ten Business Days before the relevant Conversion Date. A Conversion Notice once given may not be withdrawn without the Company's written consent. The conversion of all the Preference Shares, as set out in Article 4(a)(ii), shall be automatic and each Holder shall be deemed to have served a Conversion Notice on the Company and shall be bound to deliver the certificate for his Preference Shares to the Company as soon as practicable after the Qualified IPO and in any event within seven days thereafter. iv. The Conversion Shares to which a Holder is entitled upon conversion: 1. shall be validly issued and delivered, credited as fully paid and free of all Encumbrances; 2. shall rank pari passu in all respects and form one class with the Shares then in issue; and 3. shall entitle the Holder to be paid an appropriate proportion of all dividends and other distributions declared, made or paid on Shares after the Conversion Date. The Company covenants that it will at all times reserve and maintain authority to issue, solely for the purpose of issue or delivery upon any conversion herein provided, the maximum number of Shares issuable upon conversion of all Preference Shares. v. The allotment of Conversion Shares shall be made on the relies ant Convess-csa Date. A certificate for Conversion Shares shall be sent as soon as practicable after the relevant Conversion Date to the Holder without charge and, if a fractional entitlement results from the conversion, a cheque in respect of such fractional entitlement shall also be sent. In the meantime, transfers of Conversion Shares shall be certified against the register. vi. Subject to the terms of the Preference Shares as set out herein and the Companies Ordinance, the Board may in its absolute discretion use any means available under law to effect conversion in accordance with the terms hereunder. vii. No fractions of Shares shall be allotted or issued to a Holder upon conversion. All Shares (including fractions thereof) issuable upon conversion of more than one Preference Share held by a Holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional Share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional Share, the Company shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the fair value of one Share on the date of conversion. Fair value shall be determined in good faith by the Board. viii. Subject to Article 4(i), if any of the following events occur, the Conversion Price shall be adjusted so that the Holder shall be entitled to receive such number of Conversion Shares (expressed as a percentage of the Fully Diluted Share Capital) as it would have been entitled to receive after such event had the Preference Shares been converted immediately prior to such event: 1. the Company issues further shares in the capital of the Company on an allotment of fully paid Shares pursuant to a capitalisation of profits or reserves to holders of Shares (provided that no adjustment to the Conversion Price shall be made when Shares are allotted by way of capitalisation of profits or reserves at the election of the shareholder instead of cash in respect of all or part of a dividend or dividends; in which case, an adjustment, for such allotment shall be handled in accordance with Article 4(i); 2. there is a consolidation or sub-division (or both) of Shares or of. Ordinary Equivalents; 3. there is an issue of Ordinary Share Equivalents in a- reclassification of Shares, other than as contemplated in Article 4(i); or 4. the share capital of the Company is altered in any other way whatsoever not otherwise dealth with in this Article 4. An adjustment made pursuant to this Article 4(b) shall become effective (x) in the case of any such issue or distribution, on an issued and outstanding basis falls the date immediately following the close of business on the record date for the determination of holders of Shares entitled to receive such dividend or is reasonably expected distribution car (v) in the case of any such subdivision, alteration, combination or reclassification to fall below 50.1%, solely as a result the close of business on the day upon which such corporate action becomes effective. ix. If the Company issues or tierces to issue farther Shares or Ordinssy Shore Equivalents of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of Company excluding (i) any Shares (or options representing any Shares) issued to employees, officers or directors o!" the Original Issue Price Comp @n;' pursuant to employee share purchase or option or grant plans or agreements or other incentive share arrangements approved by the Board and any one of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); Holders and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are any shares issued in an IPO (including a bona fide financing, so that, following Qualified IPO) (the "Additional Shares") without consideration or for a consideration per share less than the prevailing Conversion Price then in such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount circumstances the Conversion Price shall be deemed to be repaid at adjusted as follows: where 1. A is the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles).revised Conversion Price after adjustment;

Conversion. If at any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrumenti) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) This Debenture shall be convertible into shares of the Company’s most senior class Common Stock (subject to reduction pursuant to Section 5(a)(ii) below and Section 4.10 of Preferred Shares (as such term is defined under the Company’s then current articles Purchase Agreement at the option of association, as may be amended the Holder in whole or in part at any time and from time to time (after the “Articles”) existing immediately prior earlier to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher occur of (iA) the 120th day after the Original Issue Price Date or (B) the date the Securities and Exchange Commission (the "Commission") declares effective under the Securities Act, the registration statement registering the resale of the Preferred B shares of Common Stock issuable upon conversion of the Debentures and payment of interest hereunder and naming the Holder as a selling stockholder thereunder (the "Underlying Shares –Registration Statement") and prior to the close of business on the Maturity Date. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted to the Company, together with the form of conversion notice attached hereto as Exhibit A (the "Conversion Notice"). Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Conversion Notice by facsimile (the "Conversion Date"). If no Conversion Date is specified in a Conversion Notice, the Conversion Price Date shall be the date that the Conversion Notice is deemed delivered pursuant to Section 5(h). Subject to Sections 5(b) and 5(a)(ii) hereof and Section 4.10 of the Preferred B SharesPurchase Agreement, if such each Conversion Price Notice, once given, shall be irrevocable. If the Holder is lower converting less than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price all of the Company’s most senior class of Preferred Shares at principal amount represented by the time of Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion that are issued hereunder cannot be effected in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullfull for any reason, the Company shall deliver a thirty (30) days prior written notice honor such conversion to the Funder, or shorter notice if thirty extent permissible hereunder and shall promptly deliver to such Holder (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articlesmanner and within the time set forth in Section 5(b)) a new Debenture for such principal amount as have not been converted.

Conversion. If at any time(A) The provisions of this Section 9 are expressly conditioned upon, Funder’s ownership and shall not take effect until, approval by the Corporation's stockholders. The Corporation shall not submit this Section 9 for approval by the Corporation's stockholders until the expiration of 90 days after the initial issuance of the share capital Series A Preferred. (B) Upon the date of the Company on an issued Stockholder Approval (the "Conversion Date"), the Series A Preferred shall be automatically converted into the Common Stock and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result such other capital stock of the exercise Corporation as hereinafter provided. The Corporation shall cause a notice of existing or future options (or an equivalent instrument) or such stockholder approval to be mailed, as a result soon as practicable thereafter, to the holders of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion record of the outstanding Principal amount (Series A Preferred on the date of such portion of Principal amount that is so convertedapproval, and to the transfer agent, if any, for the Series A Preferred. Upon the Conversion Date, the “Convertible Amount”) into shares holders of the Company’s most senior class of Series A Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid holders of the number of shares of the Common Stock into which their shares of Series A Preferred have been converted, and shall have no rights with respect to the Series A Preferred except to exchange the certificate(s) representing the holder's shares of Series A Preferred for certificates representing Common Stock. (C) Each share of Series A Preferred shall be convertible at the time office of conversion. For as long the transfer agent for the Series A Preferred, if any, or at such other office or offices, as the Principal amount has Board of Directors of the Corporation may designate, into the number of fully paid and nonassessable shares of Common Stock of the Corporation (calculated as to each conversion to the nearest 1/100th of a share) obtained by dividing the then current Liquidation Preference attributable to a share of Series A Preferred by $3.00, subject to adjustment as provided in Paragraph (F) of this Section 9 (the "Conversion Rate"). Notwithstanding any other provision of this Section 9, no change in the Conversion Rate shall actually be made until the cumulative effect of the adjustments called for by this Section 9 since the date of the last change in the Conversion Rate would change the Conversion Rate by more than two percent (2%). However, once the cumulative effect would result in a two percent (2%) change, then the conversion rate shall be changed to reflect all adjustments called for by this paragraph and not been repaid or converted previously made. (D) No fractional shares of Common Stock shall be issued upon conversion of Series A Preferred but, in fulllieu of any fraction of a share of Common Stock which would otherwise be issuable in respect of the aggregate number of shares surrendered for conversion at one time by the same holder, the Company Corporation shall deliver a thirty (30) days prior written notice pay in cash an amount equal to the Funderproduct of the then current Liquidation Preference multiplied by a number equal to such fraction of a share. (E) The Conversion Rate shall be subject to adjustment from time to time in certain cases as follows: (i) In case the Corporation shall (a) pay a dividend on its Common Stock in shares of its capital stock, (b) subdivide its outstanding Common Stock into a greater number of shares, (c) combine the shares of its outstanding Common Stock into a smaller number of shares, or shorter notice if thirty (30d) days issue by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is not practically possiblethe continuing corporation) any shares of its capital stock, the Conversion Rate in effect immediately prior thereto shall be proportionately adjusted so that the holder of any contemplated Trigger Event. The Series A Preferred thereafter surrendered for conversion right shall be entitled to receive, to the extent permitted by applicable law, the number and kind of shares of capital stock of the Funder described Corporation which he would have owned or have been entitled to receive after the happening of such event had such Series A Preferred been converted immediately prior to the happening of such event. Such adjustment shall be made whenever any of such events shall occur. An adjustment made pursuant to this Paragraph (F)(i) of Section 9 shall become effective, retroactively, immediately after the record date in this Section ‎2, the case of a stock dividend and shall not apply become effective immediately after the effective date in the in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options subdivision, combination or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), reclassification. (ii) In case the Corporation shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the fair market value per share of the Common Stock (as defined above) at the record date mentioned below, the Conversion Rate then in effect shall be adjusted by multiplying it by the ratio which (a) the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such current market price bears to (b) the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional Common Shares offered for subscription or purchase. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective, retroactively, immediately after the record date for the determination of shareholders entitled to receive such rights or warrants. (iii) In case the Corporation shall distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Corporation is the continuing corporation) evidences of its indebtedness or assets, then in such case the Conversion Rate then in effect shall be adjusted by multiplying it by the ratio which (a) the fair market value per share of the definition Common Stock (as defined in Section 10) less the fair market value (as determined in good faith by the Board of Directors of the Corporation, based upon the opinion of an independent investment banking firm), whose determination shall be conclusive) of the portion of such evidences of indebtedness so distributed applicable to one share of Common Stock bears to (b) such fair market value per share of the Common Stock (as defined in Section 10) at the date of such distribution. Such adjustment shall be made whenever any such distribution is made, and shall become effective, retroactively, immediately after the record date for the determination of shareholders entitled to receive such distribution. (iv) All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth (1/100) of a Deemed Liquidation share, as the case may be. (v) In the event that at any time, as a result of an adjustment made pursuant to Paragraph (E)(i) above, the holder of any Series A Preferred thereafter converted shall become entitled to receive any shares of capital stock of the Corporation other than its Common Stock, thereafter the number of such term other shares so receivable upon conversion shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Paragraphs (E)(i) to (iv), inclusive, above. Except as otherwise provided for in this Paragraph (E) of Section 9, no adjustment shall be made on any conversion for share distributions, dividends, including, without limitation, dividends in property distributions, theretofore declared and paid or payable on the Common Stock. Whenever the Conversion Rate is defined in adjusted as herein provided, the Articles)Corporation shall send to the transfer agent, if any, for the Series A Preferred and to the record holders of the Series A Preferred a statement executed by the President as to the new Conversion Rate.

Conversion. If at (a) On or after the first Business Day that is 12 years after the Issue Date, the Holders shall have the right to convert their shares of Preferred Stock, in whole or in part (but in no event less than 50,000 shares of Preferred Stock or, if the aggregate amount of shares of Preferred Stock any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or such Holder owns is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, less than 50,000 shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board then all of directors (a “Trigger Event”such shares), Funder may, in its sole discretion, convert all or any portion into that number of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into whole shares of the Company’s most senior class Common Stock for each share of Preferred Shares (as such term is defined under the Company’s then current articles of associationStock equal, as may be amended from time subject to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal Section 6(j), to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Liquidation Preference divided by (ii) the Optional Conversion Price then in effect, with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9 (such quotient, the “Conversion Rate”). To convert shares of Preferred Stock into shares of Common Stock pursuant to this Section 6(a), such Holder shall give written notice (the “Optional Conversion Notice” and the date of such notice, the “Optional Conversion Notice Date”) to the Company stating that such Holder elects to so convert shares of Preferred Stock and shall state therein: (A) the number of shares of Preferred Stock to be converted, (B) the name or names in which such Holder wishes the shares of Common Stock to be issued, (C) the Holder’s computation of the number of shares of Common Stock to be received by such Holder and (D) the Optional Conversion Price on the Optional Conversion Notice Date. If a Holder validly delivers an Optional Conversion Notice in accordance with this Section 6(a), the Company shall issue the shares of Common Stock as soon as reasonably practicable, but not later than ten (10) business days thereafter (the date of issuance of such shares, the “Optional Conversion Date”). (b) On or after the first Business Day that is 12 years after the Issue Date, if the Holders have not elected to convert all of their shares of Preferred B Shares –Stock pursuant to Section 6(a), the Company shall have the right to cause the outstanding shares of Preferred Stock to be converted, in whole and not in part into that number of whole shares of Common Stock for each share of Preferred Stock equal, subject to Section 6(j), to the quotient of (i) the Liquidation Preference divided by (ii) the Forced Conversion Price then in effect, with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9; provided, however that in order for the Company to exercise such right, the Average VWAP per share of the Common Stock during a 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Forced Conversion Notice Date shall be greater than one hundred twenty percent (120%) of the Forced Conversion Price then in effect; and provided, further, that if the conversion by the Company pursuant to this Section 6(b) would result in the Holders holding Common Stock (counting only such Common Stock as has been converted from Preferred Stock pursuant to this Certificate of Designations) representing in excess of 20% of the issued and outstanding Common Stock of the Company immediately after such conversion (the “Maximum Holding Amount”), then such conversion shall be limited to the number of shares of Common Stock representing the Maximum Holding Amount, and the Company will have the continuing right to cause the remaining shares of Preferred Stock (which are not converted due to the Maximum Holding Amount limitation) to be converted in whole or in part at any time following the initial conversion of shares of Preferred Stock pursuant to this Section 6(b) to the extent such conversion would not result in the Holders holding Common Stock at such time representing in excess of the Maximum Holding Amount. To convert shares of Preferred Stock into shares of Common Stock pursuant to this Section 6(b), the Company shall give written notice (the “Forced Conversion Notice” and the date of such notice, the “Forced Conversion Notice Date”) to each Holder stating that the Company elects to force conversion of such shares of Preferred Stock pursuant to this Section 6(b) and shall state therein (A) the number of shares of Preferred Stock to be converted, (B) the Forced Conversion Price on the Forced Conversion Notice Date and (C) the Company’s computation of the number of shares of Common Stock to be received by the Holder. If the Company validly delivers a Forced Conversion Notice in accordance with this Section 6(b), the Company shall issue the shares of Common Stock as soon as reasonably practicable, but not later than ten (10) business days thereafter (the date of issuance of such shares, the “Forced Conversion Date”). (c) Upon conversion, each Holder shall surrender to the Company the certificates representing any shares held in certificated form to be converted during usual business hours at its principal place of business or the Conversion Price offices of the Preferred B Sharesits duly appointed Transfer Agent maintained by it, if such Conversion Price is lower than the Original Issue Priceaccompanied by (i) (as such terms are defined if so required by the Company or its duly appointed Transfer Agent) a written instrument or instruments of transfer in form reasonably satisfactory to the Articles); Company or its duly appointed Transfer Agent duly executed by the Holder or its duly authorized legal representative and (ii) a price that reflects a discount transfer tax stamps or funds therefor, if required pursuant to Section 6(i). (d) Immediately prior to the close of 20% (twenty percent) business on the Original Issue Price of Optional Conversion Date or the Company’s most senior class of Preferred Shares at the time of conversion that are issued in Forced Conversion Date, as applicable, with respect to a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount a Holder shall be deemed to be repaid at the time holder of conversionrecord of Common Stock issuable upon conversion of such Holder’s shares of Preferred Stock notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Holder. For Except to the extent that a Holder is not able to convert its shares of Preferred Stock into Common Stock as long a result of Section 6(j), on the Optional Conversion Date or the Forced Conversion Date, as applicable, dividends shall cease to accrue on the shares Preferred Stock so converted and all other rights with respect to the shares of Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the number of whole shares of Common Stock into which such shares of Preferred Stock have been converted (with such adjustment or cash payment for fractional shares as the Principal amount has not been repaid or converted in fullCompany may elect pursuant to Section 9). As promptly as practical after the conversion of any shares of Preferred Stock into Common Stock, the Company shall deliver a thirty (30) days prior written notice to the Funderapplicable Holder an Ownership Notice identifying the number of full shares of Common Stock to which such Holder is entitled, and a cash payment in respect of fractional shares in accordance with Section 9. (e) Each Fixed Conversion Price shall be subject to the following adjustments (except as provided in Section 6(f)): (i) If the Company pays a dividend (or shorter notice if thirty (30other distribution) days is not practically possible, in shares of any contemplated Trigger Event. The conversion right Common Stock to holders of the Funder described Common Stock, in this Section ‎2their capacity as holders of Common Stock, then each Fixed Conversion Price in effect immediately following the record date for such dividend (or distribution) shall not apply in case be divided by the Funder’s ownership following fraction: where OS0 = the number of the share capital shares of the Company on an issued and Common Stock outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, to the record date for such dividend or distribution; and contingent upon, a consummation OS1 = the sum of subsections (i), A) the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution and (B) the total number of shares of Common Stock constituting such dividend. (ii) or (iii) If the Company issues to holders of shares of the definition Common Stock, in their capacity as holders of a Deemed Liquidation (as Common Stock, rights, options or warrants entitling them to subscribe for or purchase shares of Common Stock at less than the Market Value determined on the Ex-Date for such term is defined issuance, then each Fixed Conversion Price in effect immediately following the Articles).close of business on the Ex-Date for such issuance shall be divided by the following fraction: OS0 + X OS0 + Y where OS0 = the number of shares of Common Stock outstanding at the close of business on the record date for such issuance;

Conversion. If The holder of this Note shall have the following ---------- conversion rights: (a) Subject to the terms and conditions of this Section 5, the holder of this Note shall have the right, at any timesuch holder's option, Funder’s ownership to convert the outstanding principal amount of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all this Note or any portion of the outstanding Principal amount (such portion of Principal amount that thereof which is so converted, the “Convertible Amount”) $50,000 or more into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of associationCommon Stock, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by at a price per share equal to 120% of the higher initial public offering price of the Common Stock in a firm underwriting of such stock, or in case an adjustment in such price has taken place pursuant to the provisions of this Section 5, then at the price as last adjusted (such price or adjusted price being referred to herein as the "Conversion Price"). Such rights of conversion shall be exercised by the holder hereof by giving written notice that such holder elects to convert the stated portion of the principal amount of this Note into Common Stock and by surrender of this Note accompanied by a written instrument(s) of transfer duly executed by the holder hereof to the Company, at the Company's principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the holder of this Note) at any time during its usual business hours. For convenience, the conversion of any portion of the principal of this Note into Common Stock is hereinafter sometimes referred to as the "conversion" of this Note. The holder of this Note may exercise this conversion right no earlier than the later of (a) 30 days after completion of the Company's initial public offering of Common Stock or (b) the date fixed by the managing underwriter of such offering as of the date when such conversion may occur, which may not be later than 180 days after completion of the offering. (b) Promptly after the receipt of the written notice referred to in Section 5(a) and surrender of this Note for conversion, the Company shall issue and deliver, or cause to be issued and delivered, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion. Such conversion shall be deemed to have been effected and the Conversion Price shall be determined as of the close of business on the date on which such written notice shall have been received by the Company and the Note shall have been surrendered for conversion as aforesaid, and at such time the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become at such time the holder or holders of record of the shares represented thereby. In the event that only a portion of this Note is converted, the Company shall execute and deliver to the holder of this Note, at the expense of the Company, a new Note, in the same form as this Note, in principal amount equal to the unconverted portion of this Note. (c) No fractional shares shall be issued upon conversion into Common Stock and no payment or adjustment shall be made upon any conversion on account of any cash dividends (having a record date prior to the effective date of conversion) on the Common Stock issued upon such conversion. At the time of each conversion, the Company shall pay in cash an amount equal to all interest which is accrued and unpaid on the portion of this Note surrendered for conversion, such interest to be paid through the date upon which such conversion is deemed to take place as provided in Section 5(b) above. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 5(c), be delivered upon such conversion, the Company, in lieu of delivering such fractional share, shall pay to the holder an amount in cash equal to the fraction represented by such share multiplied by the initial public offering price of the Common Stock. (d) Whenever the Company shall (i) declare or pay a dividend or make a distribution on shares of Common Stock in shares of Common Stock or in any other shares of capital stock of the Company or in other securities of the Company, (ii) subdivide, split or reclassify the outstanding shares of Common Stock into a greater number of shares of Common Stock or (iii) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock, the Conversion Price in effect at the time of the record date for such dividend or distribution or on the effective date of such subdivision, split, combination or reclassification, shall be proportionately adjusted so that the holder of this Note shall upon conversion into shares of Common Stock after such time, be entitled to receive the number of shares of Common Stock or other securities of the Company which such holder would have been entitled to receive immediately after such time, had this Note been converted into shares of Common Stock immediately prior to such time. Such adjustment shall be made successively each time any event described in this Section 5 shall occur. (e) In case of any reclassification, capital reorganization or change by the Company of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision, combination or reclassification of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock (which is treated in paragraph (d) above), but including any change of such shares into one or more other classes or series of shares of capital stock), or in case of any consolidation of the Company with, or merger of the Company with or into, another Person (other than a consolidation or merger in which the Company is the continuing entity and which does not result in any reclassification or change of the Company's outstanding shares), or in case of any sale or other conveyance to another Person of the property of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing Person shall provide, as a condition to such transaction, that the holder of this Note shall acquire, upon conversion of, or in exchange for, this Note the kind and amount of shares and other securities and property (including cash and evidences of indebtedness) which would have been received by such holder upon such reclassification, reorganization, change, consolidation, merger, or sale or conveyance of assets if such holder had converted this Note into shares of Common Stock immediately prior thereto. Such other Person, which shall thereafter be deemed to be the Company for purposes of this Section 5(e), shall provide for similar future adjustments as nearly equivalent as may be practicable to the adjustments provided herein. Such adjustment shall be made successively each time any event described above in this Section 5(e) shall occur. (f) In the event the Company at any time after the date of the origin al issuance of this Note shall distribute shares of stock or other securities of other Persons, evidences of indebtedness issued by the Company or other property (other than cash), to the holders of its Common Stock by way of dividend or otherwise, in either case other than in connection with a capital reorganization, consolidation, merger or sale or other conveyance of all or substantially all of the Company's assets (each of which transactions is provided for by the foregoing Section 5(e)), then, in each such case, the holder of this Note, upon conversion of this Note into shares of Common Stock as provided hereby, shall be entitled to receive, and the Company shall reserve for issuance to such holder upon such conversion, the amount in cash or the shares of stock or other securities, evidences of indebtedness, or other property which it would have been entitled to receive if it had so converted and become the holder of record of the shares of Common Stock issued upon such conversion immediately prior to the record date fixed for the determination of the stockholders entitled to receive such dividend or distribution. The foregoing adjustments shall be made successively whenever any event listed above in this Section 5(f) shall occur. (g) Upon the occurrence of any event requiring an adjustment of the Conversion Price, then and in each such case the Company shall give prompt written notice thereof to the holder of this Note, which notice shall state the Conversion Price resulting from such adjustment, setting forth in reasonable detail the method upon which such calculation is based and stating that such adjustment calculation has been reviewed and approved by the Company's independent certified public accountants. (h) In case at any time: (i) the Original Issue Price Company shall declare any dividend upon its Common Stock payable in cash, stock, property or any security (whether of the Preferred B Shares –(Company or otherwise) or make any other distribution to the Conversion Price holders of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and its Common Stock; (ii) a price that reflects a discount the Company shall offer for subscription pro rata to the --- ---- holders of 20% its Common Stock any additional shares of stock of any class or other rights; (twenty percentiii) on there shall be any capital reorganization or reclassification of the Original Issue Price capital stock of the Company’s most senior class , or a consolidation or merger of Preferred Shares at the time Company with or into, or a sale of conversion that are issued in a bona fide financingall or substantially all its assets to, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount another entity or entities; or (iv) there shall be deemed to be repaid at a voluntary or involuntary dissolution, liquidation or winding up of the time Company; then, in any one or more of conversion. For as long as the Principal amount has not been repaid or converted in fullsaid cases, the Company shall deliver a thirty give (30A) at least 45 days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case date on which the Funder’s ownership of the share capital books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up or underwritten public offering, at least 45 days prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on an which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up or the precise details of such underwritten public offering, as the case may be. (i) The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon the conversion of the Notes, as provided in the Notes, free from any pre-emptive rights (if any), such number of shares of Common Stock as shall then be issuable upon the conversion of all outstanding Notes. The Company covenants that all shares of Common Stock which shall be so issued shall be duly and validly issued and outstanding basis falls below 50.1% due fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it shall from time to time take all such action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the Conversion Price in effect at the time. The Company shall take all such action as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange upon which the Common Stock (or any series thereof) or any other class of stock or series thereof of the Company may be listed. Without limiting the generality of the foregoing, the Company shall obtain and keep in force such permits or other authorizations as may be required by law, and shall comply with all requirements as to registration or qualification in order to enable the Company lawfully to issue and deliver to the holders of the Notes such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion of all Notes then outstanding. Notwithstanding the preceding sentence, however, the Company shall be under no obligation to register the issuance of Common Stock upon conversion of any Note under the Securities Act of 1933, and shall be entitled to place a restrictive legend on any certificate representing shares of Common Stock so issued noting restrictions imposed on any transfer of such Common Stock both under the securities laws and under the Company's Certificate of Incorporation. The Company may require, as a condition to the issuance of any Common Stock upon conversion of a Note, that the holder of the Note deliver a subscription agreement to the Company acknowledging the effect of such restrictions on the holder's right to transfer the Common Stock. The Company shall not take any action which results in any adjustment of the Conversion Price if the total number of shares of Common Stock which have been issued at or prior to the time such action was taken and those which are issuable after such action upon conversion of the Notes and exercise of all options or an equivalent instrument immediately prior to, and contingent upon, a consummation conversion of subsections (i), (ii) or (iii) all convertible securities of the definition Company would exceed the total number of a Deemed Liquidation shares of Common Stock authorized by the Company's Certificate of Incorporation. (as such term is defined j) The issuance of certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the holder for any issuance, stock transfer or documentary stamp tax in respect thereof. (k) No adjustment in the Articles)Conversion Price shall be required unless such adjustment would require an increase or decrease of at least one percent in such price; provided, however, that any such adjustment which is not required to be made shall be carried forward and taken into account in any subsequent adjustment.

Conversion. If at any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrumenta) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) This Debenture shall be convertible into shares of Common Stock at the Company’s most senior class option of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended Holder in whole or in part at any time and from time to time (after the “Articles”) existing immediately Original Issue Date and prior to such conversionthe close of business on the Maturity Date. The number of such shares to be issued upon such conversion of Common Stock as shall be equal to the quotient obtained issuable upon a conversion hereunder shall be determined by dividing the Convertible Amount outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon (which the Company does not elect to pay in cash), by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price (as defined below), each as subject to adjustment as provided hereunder. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as EXHIBIT A (the "CONVERSION NOTICE") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (the "CONVERSION DATE"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that the Conversion Notice is deemed delivered hereunder. Subject to Section 4(b) hereof and Section 3.8 of the Preferred B SharesPurchase Agreement, if such each Conversion Price Notice, once given, shall be irrevocable. If the Holder is lower converting less than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price all of the Company’s most senior class of Preferred Shares at principal amount represented by the time of Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion that are issued hereunder cannot be effected in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullfull for any reason, the Company shall deliver a thirty (30) days prior written notice honor such conversion to the Funderextent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 5(b)) a new Debenture for such principal amount as has not been converted. (b) Not later than three Trading Days after the Conversion Date, the Company will deliver to the Holder (i) a certificate or shorter notice if thirty certificates which shall be free of restrictive legends and trading restrictions (30other than those required by Section 3.1(b) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case Purchase Agreement) representing the Funder’s ownership number of shares of the share capital Common Stock being acquired upon the conversion of Debentures (subject to reduction pursuant to Section 3.8 of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (iPurchase Agreement), (ii) or Debentures in a principal amount equal to the principal amount of Debentures not converted; (iii) a bank check in the amount of all accrued and unpaid interest (if the Company has elected to pay accrued interest in cash), together with all other amounts then due and payable in accordance with the terms hereof, in respect of Debentures tendered for conversion and (iv) if the Company has elected to pay accrued interest in shares of the definition Common Stock, certificates, which shall be free of restrictive legends and trading restrictions (other than those required by Section 3.1(b) of the Purchase Agreement), representing such number of shares of the Common Stock as equals such interest divided by the Conversion Price calculated on the Conversion Date; PROVIDED, HOWEVER, that the Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon conversion of the principal amount of Debentures until Debentures are delivered for conversion to the Company or the Holder notifies the Company that such Debenture has been mutilated, lost, stolen or destroyed and complies with Section 9 hereof. The Company shall, upon request of the Holder, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If in the case of any Conversion Notice such certificate or certificates, including for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Debentures tendered for conversion. If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section, including for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, prior to the third Trading Day after the Conversion Date, the Company shall pay to such Holder, in cash, as liquidated damages and not as a Deemed Liquidation penalty, $1,500 for each day thereafter until the Company delivers such certificates. If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section prior to the 20th day after the Conversion Date, the Company shall, at the Holder's option (i) prepay, from funds legally available therefor at the time of such prepayment, the aggregate of the principal amount of Debentures then held by such Holder, as requested by such Holder, and (ii) pay all accrued but unpaid interest on account of the Debentures for which the Company shall have failed to issue the Common Stock certificates hereunder, in cash. The prepayment price shall equal the Mandatory Prepayment Amount for the Debentures to be prepaid. If the Holder has required the Company to prepay Debentures pursuant to this Section and the Company fails for any reason to pay the prepayment price within seven days after such notice is deemed delivered hereunder, the Company will pay interest on the prepayment price at a rate of 18% per annum (to accrue daily), in cash to such Holder, accruing from such seventh day until the prepayment price and any accrued interest thereon is paid in full. (i) The conversion price (the "CONVERSION PRICE") in effect on any Conversion Date shall be the lesser of (A) $4.22 (the "INITIAL CONVERSION PRICE") and (B) 83% multiplied by the average of the five lowest Per Share Market Values during the ten (10) Trading Days immediately preceding the Conversion Date; PROVIDED THAT, (a) if an Underlying Securities Registration Statement is not filed on or prior to the Filing Date (as such term is defined in the ArticlesRegistration Rights Agreement), or (b) if the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, within five (5) days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that an Underlying Securities Registration Statement will not be "reviewed" or is not subject to further review or comment by the Commission, or (c) if the Underlying Securities Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (as defined in the Registration Rights Agreement), or (d) if such Underlying Securities Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities (as such term is defined in the Registration Rights Agreement) at any time prior to the expiration of the "Effectiveness Period" (as such term as defined in the Registration Rights Agreement), without being succeeded by a subsequent Underlying Securities Registration Statement filed with and declared effective by the Commission within ten (10) days, or (e) if trading in the Common Stock shall be suspended, or if the Common Stock shall be delisted from trading, on the OTC Bulletin Board or any other national securities market or exchange on which the Common Stock is then listed or quoted for trading for any reason for more than three (3) Trading Days, or (f) if the conversion rights of the Holder are suspended for any reason or if the Holder is not permitted to resell Registrable Securities under the Underlying Securities Registration Statement, or (g) if an amendment to the Underlying Securities Registration Statement is not filed by the Company with the Commission within ten (10) days of the Commission's notifying the Company that such amendment is required in order for the Underlying Securities Registration Statement to be declared effective (any such failure being referred to as an "EVENT," and for purposes of clauses (a), (c) and (f) the date on which such Event occurs, or for purposes of clause (b) the date on which such five (5) days period is exceeded, or for purposes of clauses (d) and (g) the date which such ten (10) day period is exceeded, or for purposes of clause (e) the date on which such three (3) Trading Day period is exceeded, being referred to as "EVENT DATE"), the Conversion Price shall be decreased by 2.5% each month (i.e., the Conversion Price would decrease by 2.5% as of the Event Date and additional 2.5% as of each monthly anniversary of the Event Date) until the earlier to occur of the second month anniversary after the Event Date and such time as the applicable Event is cured. Commencing the second month anniversary after the Event Date, the Company shall pay to the holders of the Debentures 2.5% of the aggregate principal amount of Debentures then outstanding (each holder being entitled to receive such portion of such amount as equals its pro rata portion of the Debentures then outstanding) in cash as liquidated damages, and not as a penalty on the first day of each monthly anniversary of the Event Date until such time as the applicable Event, is cured. Any decrease in the Conversion Price pursuant to this Section shall continue notwithstanding the fact that the Event causing such decrease has been subsequently cured. The provisions of this Section are not exclusive and shall in no way limit the Company's obligations under the Registration Rights Agreement. (ii) If the Company, at any time while any Debentures are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of the Common Stock, (b) subdivide outstanding shares of the Common Stock into a larger number of shares, (c) combine outstanding shares of the Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, the Initial Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of the Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (iii) If the Company, at any time while any Debentures are outstanding, shall issue rights or warrants to all holders of the Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of the Common Stock at a price per share less than the Per Share Market Value of the Common Stock at the record date mentioned below, the Initial Conversion Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of the Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase shares of the Common Stock the issuance of which resulted in an adjustment in the Initial Conversion Price pursuant to this Section, if any such right or warrant shall expire and shall not have been exercised, the Initial Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Initial Conversion Price made pursuant to the provisions of this Section 4 after the issuance of such rights or warrants) had the adjustment of the Initial Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (iv) If the Company, at any time while Debentures are outstanding, shall distribute to all holders of the Common Stock (and not to the Holder) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then in each such case the Initial Conversion Price at which Debentures shall thereafter be convertible shall be determined by multiplying the Initial Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of the Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith; PROVIDED, HOWEVER, that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "APPRAISER") selected in good faith by the holders of a majority in interest of Debentures then outstanding; and PROVIDED, FURTHER, that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in good faith, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. In either case the adjustments shall be described in a statement provided to the holders of Debentures of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (v) In case of any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, the Holder of this Debenture shall have the right thereafter to, at its option, (A) convert the then outstanding principal amount, together with all accrued but unpaid interest and any other amounts then owing hereunder in respect of this Debenture only into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of the Common Stock following such reclassification or share exchange, and the Holder shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which the then outstanding principal amount, together with all accrued but unpaid int

Conversion. If at any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrumenti) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) This Debenture shall be convertible into shares of the Company’s most senior class Common Stock at the option of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended Holder in whole or in part at any time and from time to time upon the earlier to occur of (1) the date an Underlying Securities Registration Statement is declared effective by the U.S. Securities and Exchange Commission (the “Articles”"Commission") existing immediately and (2) the 90th day after the Original Issue Date, and prior to such conversionthe close of business on the Maturity Date. The number of such shares to be issued upon such conversion of Common Stock as shall be equal to the quotient obtained issuable upon a conversion hereunder shall be determined by dividing the Convertible Amount principal amount of, plus accrued but unpaid interest on, the Debenture to be converted by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price (as defined below), each as subject to adjustment as provided hereunder. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit A (the "Holder Conversion Notice") to the Company. Each Holder Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Holder Conversion Notice is deemed to have been delivered hereunder (the "Holder Conversion Date"). If no Holder Conversion Date is specified in a Holder Conversion Notice, the Holder Conversion Date shall be the date that the Holder Conversion Notice is deemed delivered hereunder. Subject to Sections 4(a)(ii) and 4(b) hereof and Section 3.8 of the Preferred B SharesPurchase Agreement, if such each Holder Conversion Price Notice, once given, shall be irrevocable. If the Holder is lower converting less than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price all of the Company’s most senior class of Preferred Shares at principal amount represented by the time of Debenture(s) tendered by the Holder with the Holder Conversion Notice, or if a conversion that are issued hereunder cannot be effected in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullfull for any reason, the Company shall deliver a thirty (30) days prior written notice honor such conversion to the Funder, or shorter notice if thirty extent permissible hereunder and shall promptly deliver to such Holder (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articlesmanner and within the time set forth in Section 4(b)) a new Debenture for such principal amount as has not been converted.

Conversion. If The Holder shall have the right, at the Holder's option, to convert this Note into shares of Common Stock on the following terms and conditions: (i) Up to one-half (1/2) of the initial principal amount of this Note shall be convertible into shares of Common Stock (subject to reduction pursuant to Section 3.15 of the Purchase Agreement) at the Conversion Ratio (as defined in Section 6 hereof) at the option of the Holder in whole or in part at any time, Funder’s ownership of time after ninety (90) days following the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion Issuance Date. Any part of the outstanding Principal amount (such portion and unpaid principal of Principal amount that is so converted, the “Convertible Amount”) this Note shall be convertible into shares of Common Stock (subject to reduction pursuant to Section 3.15 of the Company’s most senior class Purchase Agreement) at the Conversion Ratio at the option of Preferred Shares (as such term is defined under the Company’s then current articles Holder in whole or in part at any time after the 180th day following the Issuance Date up to and including the day that all of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversionprincipal of this Note and interest accrued thereon are paid in full. The number of such shares to be issued upon such Each conversion by the Holder shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher for at least $10,000 in principal, or such lesser amount of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (principal as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued remain unpaid and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For The accrued interest on any principal amount of this Note converted into Common Stock shall be simultaneously converted into Common Stock in accordance with Section 3(a)(ii) below, unless the Company elects to pay such interest in cash. The Holder shall effect conversions by surrendering to the Company a fully executed notice of conversion in the form of conversion notice attached hereto as long Exhibit A (the "Conversion Notice"), which may be transmitted by facsimile, and this Note. Each Conversion Notice shall specify the outstanding principal amount of this Note to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is received by the Company hereunder (the "Conversion Date"); provided, however, that if this Note is not received by the Company (other than by facsimile) within two (2) Trading Days of the date specified in the Conversion Notice as the Principal date on which such conversion is to be effected, then the Conversion Date shall be the date on which this Note is received by the Company (other than by facsimile). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that the Conversion Notice is deemed delivered pursuant to Section 3(h) hereof; provided, however, that if this Note is not received (other than by facsimile) by the Company within two (2) Trading Days of such date, then the Conversion Date shall be the date on which this Note is received by the Company (other than by facsimile). Subject to Section 3(b) hereof and Section 3.15 of the Purchase Agreement, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the outstanding principal amount has of this Note tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot been repaid or converted be effected in fullfull for any reason, the Company shall promptly deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty Holder (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)manner and within the time set forth in Section 3(b) hereof) a Note for such principal amount as has not been converted.

Conversion. If (A) The Payee of this Note has the right, at its option, by notifying the Payor in writing, pursuant to Paragraph "C" of Article "12" of this Note, at any timetime prior to the Maturity Date, Funder’s ownership of to convert the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) this Note into shares of the Company’s most senior class Payor's Common Stock, par value $0.001 (the "Common Shares" or "Shares"), at a conversion price based upon the conversion schedule set forth in Paragraph "(B)" of Preferred Shares this Article "3" of this Note or if the conversion price has been adjusted pursuant to Paragraph "(as F)" of this Article "3" of this Note then at such term is defined under adjusted conversion price, upon surrender of this Note at the Company’s then current articles office of associationthe Payor, accompanied by a written instrument of conversion which shall be in the form of the instrument annexed hereto and made a part hereof, as may Exhibit "1", and which shall be amended from time duly executed by the Payee or its assigns. (B) Conversion Schedule: Payee has the option to time (convert the “Articles”) existing immediately Principal amount of this Note into Shares in accordance with the following schedule. Year 1 commences on the date of the execution of this Note. Year Conversion Price per Share ---- -------------------------- 1 $.50 2 $.375 3 $.25 The Payor agrees that if this Note has not been previously converted or paid in full on or prior to the last day of Year 3, the Payor shall issue to the Payee such conversion. The number of Common Shares as shall be determined by dividing the then Principal amount of this Note by twenty five ($0.25) cents. Notwithstanding the issuance of such Shares, the outstanding balance of this Note shall remain due and payable in full upon the Maturity Date. If, for example, on the last day of Year 3, the total Principal is $25,000, the Payor shall issue 100,000 shares of its Common Shares to the Payee and said $25,000 shall be due and payable upon the Maturity Date. (C) As promptly as practicable after any conversion, as herein provided, of this Note by the Payee, the Payor shall: (i) Deliver or cause to be issued delivered to or upon the written order of the Payee, certificates representing the number of fully paid and nonassessable Shares into which this Note is converted in accordance with the provisions of this Note and; (ii) Deliver to the holder of the shares of Common Stock which were converted, pursuant to this Article "3", the whole number of shares rounded up or down to the nearest whole number determined by rounding to the next greater whole number if the fractional Share is 0.5 or greater and the next lower whole number if the fractional share is less than 0.5. Subject to the following provisions of this Article "3" of this Note, such conversion shall be equal deemed to have been made at the close of business on the date that this Note has been surrendered for conversion, so that the rights of the Payee of this Note with respect to the quotient obtained by dividing Principal amount of this Note so converted shall cease at such time and the Convertible Amount by a price per share equal person or persons entitled to receive the higher Shares upon conversion of (i) this Note shall be treated, for all purposes, as having become the Original Issue Price record holder or holders of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion such surrender for conversion; provided, however, that such surrender on any date when the stock transfer books of the Payor are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount closed shall be deemed effective to constitute the person or persons entitled to receive the Shares upon such conversion as the record holder or holders of such Shares on such date, but such surrender shall be repaid effective to constitute the person or persons entitled to receive such Shares as the record holder or holders thereof for all purposes at the time close of conversion. For as long as business on the Principal amount has not been repaid or converted in fullnext succeeding day on which such stock transfer books are open. (D) If the last day for the exercise of the conversion right is a Saturday, the Company shall deliver a thirty (30) days prior written notice to the FunderSunday, or shorter notice if thirty (30) days Holiday, such conversion right may be exercised until the next succeeding day which is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles).a

Conversion. If (a) At the Payee’s option, at any time, Funder’s ownership time and from time to time prior to payment in full of the share capital principal balance of this Note, the Company on an issued and outstanding basis falls or is reasonably expected Payee may elect to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal principal amount (such portion of Principal amount this Note into that is so converted, the “Convertible Amount”) into shares number of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time warrants (the “ArticlesConversion Warrants”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of to: (i) the Original Issue Price portion of the Preferred B Shares –(or the Conversion Price principal amount of the Preferred B SharesNote being converted pursuant to this Section 14, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and divided by (ii) $1.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction related to the Common Stock occurring after the date hereof), rounded up to the nearest whole number. Each Conversion Warrant shall have the same terms and conditions as the warrants issued by the Maker to the sponsors and strategic investor (including those provisions that are applicable to such warrants so long as they are held by the sponsor and its permitted transferees) pursuant to a price that reflects a discount of 20% private placement, as described in Maker’s Registration Statement on Form S-1 (twenty percent333-221330). (b) on the Original Issue Price Upon any complete or partial conversion of the Company’s most senior class principal amount of Preferred Shares at the time of conversion that are issued in a bona fide financingthis Note, so that, following (i) such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount principal amount shall be deemed to be repaid at the time so converted and such converted portion of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company this Note shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued become fully paid and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i)satisfied, (ii) without delaying the Maker’s requirement to deliver Conversion Warrants in accordance with the immediately following clause (iii), the Payee shall surrender and deliver this Note to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly, but in any event within two (2) business Days of a written conversion request by Payee, deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the definition of a Deemed Liquidation (surrendered Note, Maker shall deliver to Payee the Conversion Warrants, which shall bear such legends as such term is defined are reasonably required, in the Articles)opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable federal securities laws. (c) The Maker shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants upon conversion of this Note pursuant hereto, including, without limitation, any transfer taxes resulting from any transfer requested by the Payee in connection with any such conversion.

Conversion. If (a) The Company shall have the right, at any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares option of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from at any time to time (the “Articles”) existing immediately on or prior to such conversion. The number of such shares October 16, 1997, to be issued upon such conversion shall be equal convert, subject to the quotient obtained by dividing terms and provisions of this Section 6 and provided that no Event of Default or Potential Default shall have occurred and be continuing, the Convertible Amount by unpaid principal amount of all or a price per share equal to portion (but in no event less than the higher lesser of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined $750,000 in the Articles); principal amount and (ii) a price that reflects a discount the then aggregate unpaid principal amount) of 20% (twenty percent) the unpaid principal amount of the Convertible Notes into Shares. Such conversion of Convertible Notes to Shares shall be made at the principal amount of Convertible Notes per Share which is equal to the Conversion Price in effect on the Original Issue Price Conversion Date. Such right of conversion shall be exercised by delivery by the Company to each Purchaser of written notice of the Company’s most senior class 's election to convert the Convertible Notes, which notice shall specify a Conversion Date on or prior to October 16, 1997. Promptly upon receipt by a Purchaser of Preferred Shares such written notice, such Purchaser shall deliver the Convertible Notes held by such Purchaser to the Company at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital office of the Company on an issued provided for in Section 7.6. (b) The holder of a Convertible Note shall have the right, at the option of such holder, at any time from and outstanding basis falls below 50.1% due including October 17, 1997 through and including October 17, 1998 to exercise convert, subject to the terms and provisions of options this Section 6, the unpaid principal amount of the Convertible Note or an equivalent instrument immediately prior to, and contingent upon, a consummation any portion thereof (but in no event less than the lesser of subsections (i), ) fifty percent (50%) of the original principal amount of Convertible Notes purchased by such Purchaser and (ii) or (iiithe then aggregate outstanding principal amount of Convertible Notes held by such Purchaser) into Shares. Such conversion of unpaid principal of Convertible Notes into Shares shall be made at the principal amount of Convertible Notes per Share which is equal to the Conversion Price in effect on the Conversion Date. Such right of conversion shall be exercised by delivery of the definition Convertible Notes to the Company at the office of the Company provided for in Section 7.6, accompanied by written notice of the holder's election to convert the Convertible Notes or specified portion thereof, which such notice shall specify the Conversion Date. (c) The holder of a Deemed Liquidation Warrant shall have the right, at the option of such holder, at any time after the Closing Date through and including the Warrant Expiration Date to exercise, subject to the terms and provisions of this Section 6, such Warrant or any portion thereof into Shares. Such exercise of Warrants for Shares shall be made at the Applicable Exercise Price. Such right of exercise shall be exercised by delivery of the Warrant to the Company at the office of the Company provided for in Section 7.6, accompanied by written notice of the holder's election to exercise the Warrant or portion thereof, which notice shall specify the Conversion Date. (d) For convenience, the conversion of all or a portion of the principal amount of a Convertible Note into Shares is herein sometimes referred to as such term the "conversion" of the Convertible Note, and the exercise of all or a portion of a Warrant into Shares is defined in herein sometimes referred to as the Articles)"conversion" of the Warrant.

Conversion. If at any time, Funder’s ownership (a) Immediately upon the amendment of the share capital certificate of incorporation of the Company on an issued and outstanding basis falls or is reasonably expected Corporation to fall below 50.1%, solely as increase the capitalization thereof to include a result sufficient number of shares of Common Stock to permit the conversion in full of the exercise Series A Preferred Stock, each share of existing or future options (or an equivalent instrument) or as a result Series A Preferred Stock shall be automatically converted into the number of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be Common Stock equal to the quotient obtained of (a) the Stated Value divided by dividing (b) the Convertible Amount by a price per share equal Conversion Price, provided, that, in the event that such quotient shall result in any fractional share, such number of shares shall be rounded to the higher next whole number of (i) shares. Notwithstanding the Original Issue Price foregoing, in the event that the amendment of the Preferred B Shares –(certificate of incorporation of the Corporation shall not take place and be effective on or prior to January 31, 2001, the Conversion Price shall decrease by 20% per month or portion thereof thereafter until such amendment shall take place and be effective, provided that in no event shall the Conversion Price be less than the par value per share of Common Stock. The preceding sentence does not apply to any shares of Series A Preferred Stock held by Sequel Technology Corporation ("Sequel"), a Washington corporation, as either the beneficial or record holder, or held by any person or entity either controlling, or controlled by, Sequel. (b) Upon such conversion, all amounts otherwise payable with respect to the Series A Preferred Stock shall be deemed paid in full by the issuance of such shares of Common Stock. Upon the conversion thereof in accordance with this Section 6, the shares of Series A Preferred Stock shall be canceled and shall become authorized, but unissued, shares of capital stock of the Corporation. (c) In the event that the Corporation shall at any time after the date of the issuance of any shares of Series A Preferred B SharesStock (A) declare a dividend on the outstanding Common Stock payable in shares of its capital stock, if (B) subdivide the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation), then, in each case, the Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financingthe record date for the determination of stockholders entitled to receive such dividend or distribution or of the effective date of such subdivision, so thatcombination, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount or reclassification shall be deemed to be repaid at adjusted so that it shall equal the time of conversion. For as long as the Principal amount has not been repaid or converted Conversion Price theretofore in fulleffect multiplied by a fraction, the Company numerator of which shall deliver a thirty (30) days equal the number of shares outstanding immediately prior written notice to the Fundereffective date of such event and the denominator of which shall equal the number of shares outstanding immediately following the effective date of such event. (d) In case of any capital reorganization, other than in the cases referred to in paragraph (c) of this Section 6, or shorter notice if thirty the consolidation or merger of the Corporation with or into another corporation (30) days other than a merger or consolidation in which the Corporation is the continuing corporation and which does not practically possibleresult in any reclassification of the outstanding shares of Common Stock or the conversion of such outstanding shares of Common Stock into shares of other stock or other securities or property), or in the case of any contemplated Trigger Event. The conversion right sale, lease, or conveyance to another corporation of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership property and assets of the share capital any nature of the Company on as an issued and outstanding basis falls below 50.1% due entirety or substantially as an entirety (such actions being hereinafter collectively referred to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (ias "Reorganizations"), there shall thereafter be deliverable upon conversion of each share of Series A Preferred Stock (ii) or (iii) in lieu of the definition number of a Deemed Liquidation (as such term is defined in the Articles).shares of Common Stock theretofore

Conversion. If (a) The Lender may, at Lender's option, at any time, Funder’s ownership and ▇▇▇▇ ▇ime to time, prior to payment in full of this Note, convert the share capital outstanding unpaid balance of this Note and any interest accrued pursuant to paragraph 3 above but unpaid (the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”"Conversion Amount"), Funder mayin whole or in part (but only into full shares), in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into fully paid and non-assessable shares of the Company’s most senior class common stock, $.005 par value of Preferred Borrower's common shares (the "Common Shares"), at a price of $0.1585 per Common Share, subject to adjustment pursuant to paragraph 5(b) hereof (the "Conversion Rate"). In order to exercise this conversion right, the Lender must send written notice of the conversion to Borrower at least 2 days prior to the specified conversion date (a "Conversion Notice"). On the conversion date (or as soon thereafter as is reasonably practicable), Borrower shall issue to Lender a share certificate for the Common Shares acquired upon conversion. (b) The Conversion Rate shall be subject to adjustment: (i) if Borrower at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Common Shares into a greater number of shares, in which case the Conversion Rate in effect immediately prior to the subdivision will be proportionately reduced; (ii) if Borrower at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding Common Shares into a smaller number of shares, in which case the Conversion Rate in effect immediately prior to that combination will be proportionately increased; or (iii) upon the issuance by Borrower of Common Shares, or of rights, options, warrants, or other securities convertible into Common Shares, at a price per share that is less than the Conversion Rate, in which case the Conversion Rate shall be adjusted so that it is equal to such per share price. (c) Notwithstanding any other provisions of this Section 5 to the contrary, the conversion rights of Lender shall be subject to compliance with all applicable federal and state securities laws, and Lender agrees to execute all ▇▇▇▇▇▇ed agreements and documents required by Borrower to establish compliance with such laws. (d) Borrower shall at all times reserve and keep available and free of preemptive rights out of its authorized but unissued Common Shares, solely for the purpose of issuance upon conversion of the Note, that number of Common Shares as such term is defined under the Company’s then current articles of association, as may be amended shall from time to time be sufficient to effect the conversion of the Note, and if at any time the number of authorized but unissued Common Shares shall not be sufficient to effect the conversion of the Note, Borrower shall take the corporate action necessary to increase the number of its authorized Common Shares to a number sufficient for this purpose. (e) Notwithstanding anything in this Note to the contrary, the rights granted to Lender by this Section 5 (the “Articles”"Conversion Rights") existing immediately prior to such conversion. The number shall not become effective unless and until the registered owners of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price 100% of the Class B Convertible Preferred B Shares –(or the Conversion Price Stock of the Borrower (the "Preferred B Shares, if such Conversion Price is lower than the Original Issue PriceHolders") (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior have delivered written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right Borrower of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership waiver of the share capital Preferred Holders of the Company on an issued and outstanding basis falls below 50.1% due rights granted to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) the Preferred Holders pursuant to section 5 of the definition of a Deemed Liquidation (as such term is defined PharmaKinetics Laboratories, Inc. Articles Supplementary dated April 17, 2000 in connection with the Articles)Conversion Rights.

Conversion. If (a) The Holder shall be entitled at any timetime prior to the Maturity Date (or, Funder’s ownership in the event this Note has been called for redemption or the Holder has exercised any of its rights pursuant to Section 3 below, then (only in respect of the principal amount to be redeemed or repurchased) until and including, but (unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be) not after, the close of business on the second Business Day next preceding the Redemption Date or the date of the Repurchase Notice, as the case may be) to convert this Note as a whole, or from time to time in part (in any principal amount that is an integral multiple of $50,000,000 or, if less, the aggregate principal amount outstanding), into newly issued, fully paid and nonassessable shares of Class A Common Stock, par value $0.01 per share capital (the "Class A Common Stock"), of the Company at the conversion price per share of Class A Common Stock issuable upon such conversion (each such share, a "Conversion Share" and such price per share, the "Conversion Price") in effect on an issued and outstanding basis falls or is reasonably expected the applicable Satisfaction Date (as herein defined), by delivering to fall below 50.1%the Company a written notice of its election to convert this Note (a "Conversion Notice"), solely as a result specifying the principal amount to be converted. The Conversion Price on the date of the exercise Investment Agreement was $72.82 (the "Initial Conversion Price"), and the Conversion Price in effect on the applicable Satisfaction Date shall be the Initial Conversion Price as it shall have been adjusted from time to time pursuant to Section 1(g). (b) In connection with any conversion: (i) The Company shall (A) if requested by the Holder, file or cause to be filed, on or prior to the twentieth day following the date of existing or future options (or an equivalent instrument) the Conversion Notice, or as a result soon thereafter as may be reasonably practicable, with the United States Federal Trade Commission and the Antitrust Division of issuance the United States Department of restrictedJustice, shares, restricted stock units (or an equivalent instruments) all reports and other documents required to be filed by it under the Company’s 2018 Share Option Plan Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and ▇▇▇ ▇▇▇▇s and regulations thereunder (the "HSR Act") concerning the acquisition of securities pursuant to such conversion, (B) promptly comply with or an equivalent plan adopted cause to be complied with any requests by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all United States Federal Trade Commission or any portion the Antitrust Division of the outstanding Principal amount United States Department of Justice for additional information, so that the waiting period applicable to the acquisition of securities pursuant to such conversion under the HSR Act shall expire as soon as reasonably practicable, and (C) if requested by the Holder, request early termination of such portion waiting period. Nothing in this Section 1(b)(i) shall be deemed to require the Company to (A) waive any rights or agree to any limitation on its operations or to dispose of Principal amount any securities or assets or collection of securities or assets, or (B) incur any material out-of-pocket costs other than attorneys' fees and disbursements, it being understood that is so convertedall HSR Act filing fees shall be paid by the Holder. (ii) Promptly following its receipt of the Conversion Notice and from time to time thereafter, the “Convertible Amount”Company shall take or cause to be taken all reasonable actions, and shall do or cause to be done, and shall assist and cooperate with the Holder in doing, all things reasonably necessary to effect the conversion in the most expeditious manner practicable, including attempting to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of any necessary registrations and filings (including filings with Governmental Authorities, if any) into shares and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any action or proceeding by, any Governmental Authority. Nothing in this Section 1(b)(ii) shall be deemed to require the Company to (A) waive any rights or agree to any limitation on its operations or to dispose of any securities or assets or collection of securities or assets, or (B) incur any material out-of-pocket costs other than attorneys' fees and disbursements and any filing fees required to be paid by the Company by applicable law. (iii) Prior to the issuance and delivery of the Company’s most senior class of Preferred Shares Conversion Shares, the Company shall (as A) effect and/or maintain such term is defined under the Company’s then current articles of associationregistrations with Governmental Authorities, and obtain such approvals by Governmental Authorities, as may be necessary under any United States federal or state law (including the Securities Act of 1933, as amended from time to time (the “Articles”"Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") existing and state securities and "blue sky" laws), in each case to the extent necessary, and only to the extent necessary, for the Conversion Shares to be lawfully issued and delivered as provided herein and listed or qualified for quotation as contemplated by clause (B) of this subsection 1(b)(iii), and (B) cause the Conversion Shares to be qualified for quotation, subject to notice of issuance, on the Nasdaq Stock Market or such other inter-dealer quotation system, if any, on which the Class A Common Stock is then quoted or cause the Conversion Shares to be listed, subject to notice of issuance, on each national securities exchange on which the Class A Common Stock is listed or traded at the time of such delivery, in each case to the extent permitted by the rules of the Nasdaq Stock Market or such securities exchange, as the case may be. (iv) It shall be a condition precedent to the effectiveness of such conversion that (A) any waiting period applicable thereto under the HSR Act shall have elapsed or been terminated, and (B) any authorization, consent, order and approval of, or declaration or filing with, and any other waiting period imposed by, any Governmental Authority in connection therewith shall have been received or filed or shall have elapsed or been terminated, as the case may be. Not later than the second Business Day following the satisfaction of the foregoing conditions precedent (or, if no waiting period is applicable to the conversion under the HSR Act and no authorization, consent, order, approval, declaration, filing or other waiting period is required or imposed, then the third Business Day following the date of the Conversion Notice) (such second or third Business Day, as the case may be, the "Satisfaction Date"), the Company shall deliver to the Holder, upon the surrender of this Note, a certificate or certificates representing the Conversion Shares, registered in the name of the Holder or its designee and containing such legends as the Company and the Holder shall agree, and a replacement note identical to this Note but having a principal amount equal to the principal amount not theretofore converted, redeemed or repurchased (if any). Any conversion shall be deemed to have been made as of the applicable Satisfaction Date, and the Holder shall be treated for all purposes as the record holder of the Conversion Shares as of such Satisfaction Date. (c) The Company will not issue fractional Conversion Shares upon conversion of this Note. In lieu thereof, the Company will pay an amount in cash based upon the Daily Market Price per share of the Class A Common Stock on the trading day prior to the Satisfaction Date or, at its option, shall round up to the next higher whole share. (d) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Class A Common Stock, for the purpose of effecting the conversion of this Note, the maximum number of shares of Class A Common Stock then issuable upon the conversion of this Note. (e) Except as provided in the next sentence, the Company shall pay any and all transfer taxes, stamp taxes and similar taxes and duties that may be payable in respect of the issue or delivery of Conversion Shares on conversion of this Note. The Company shall not, however, be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue and delivery of Conversion Shares in a name other than that of the Holder, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Company the amount of any such tax or duty, or has established to the satisfaction of the Company that such tax or duty has been paid. (f) The Company agrees that all shares of Class A Common Stock which may be delivered upon conversion of this Note, upon such delivery, shall have been duly authorized and validly issued and shall be fully paid and nonassessable (and shall be issued out of the Company's authorized but unissued Class A Common Stock) . (g) The Conversion Price in effect on the date of any Conversion Notice shall reflect any and all adjustments to the Initial Conversion Price effected on or following the date of the Investment Agreement and on or prior to the applicable Satisfaction Date, in accordance with the following provisions: (i) In case the Company shall (1) pay a dividend in shares of Class A Common Stock to all holders of Class A Common Stock, (2) make a distribution in shares of Class A Common Stock to all holders of Class A Common Stock, (3) subdivide its outstanding shares of Class A Common Stock into a greater number of shares of Class A Common Stock or (4) combine its outstanding shares of Class A Common Stock into a smaller number of shares of Class A Common Stock, the Conversion Price in effect immediately prior to such conversion. The action shall be adjusted so that the Holder shall upon the conversion of this Note be entitled to receive the number of shares of Class A Common Stock which the Holder would have owned immediately following such action had the Note been converted immediately prior thereto. Any adjustment made pursuant to this (g) (i) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. (ii) In case the Company shall issue rights or warrants to all or substantially all holders of Class A Common Stock entitling them (for a period commencing no earlier than the record date for the determination of holders of Class A Common Stock entitled to receive such rights or warrants and expiring not more than 45 days after such record date) to subscribe for or purchase shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by of Class A Common Stock (or securities convertible into Class A Common Stock) at a price per share less than the current market price (as determined pursuant to subsection 1(g)(vi)) of the Class A Common Stock on such record date, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction of which the numerator shall be the number of shares of Class A Common Stock outstanding on such record date, plus the number of shares of Class A Common Stock which the aggregate offering price of the offered shares of Class A Common Stock (or the aggregate conversion price of the convertible securities so offered) would purchase at such current market price, and of which the denominator shall be the number of shares of Class A Common Stock outstanding on such record date plus the number of additional shares of Class A Common Stock offered (or into which the convertible securities so offered are convertible). Such adjustment shall become effective immediately after such record date. (iii) In case the Company shall distribute to all or substantially all holders of Class A Common Stock shares of Capital Stock of the Company other than Class A Common Stock, evidences of Indebtedness or other assets (other than cash dividends out of current or retained earnings), or shall distribute to all or substantially all holders of Class A Common Stock, rights or warrants to subscribe for securities (other than those referred to in subsection 1(g)(ii)), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price (determined as provided in subsection 1(g)(vi)) of the Class A Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors or a duly authorized committee thereof, whose determination shall be conclusive evidence of such fair market value and described in a Board Resolution) of the portion of shares of Capital Stock, evidences of Indebtedness or other assets so distributed in respect of, or of such rights or warrants applicable to, one share of Class A Common Stock, and of which the denominator shall be such current market price of the Class A Common Stock. Such adjustment shall become effective immediately after the record date for the determination of the holders of Class A Common Stock entitled to receive such distribution. Notwithstanding the foregoing, in the event that the Company shall distribute rights or warrants (other than those referred to in subsection 1(g)(ii)) ("Rights") pro rata to holders of Class A Common Stock, the Company may, in lieu of making any adjustment pursuant to this subsection 1(g)(iii), make proper provision so that if the applicable Satisfaction Date occurs after the record date for such distribution and prior to the expiration or redemption of the Rights the Holder shall be entitled to receive upon such conversion, in addition to the Conversion Shares, a number of Rights to be determined as follows: (i) if the Satisfaction Date occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights (the "Distribution Date"), the same number of Rights to which a holder of a number of shares of Class A Common Stock equal to the higher number of (i) Conversion Shares is entitled at the Original Issue Price Satisfaction Date in accordance with the terms and provisions of and applicable to the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles)Rights; and (ii) if the Satisfaction Date occurs after the Distribution Date, the same number of Rights to which a price that reflects a discount holder of 20% (twenty percent) the number of shares of Class A Common Stock into which the principal amount of the Note so converted was convertible immediately prior to the Distribution Date would have been entitled on the Original Issue Distribution Date in accordance with the terms and provisions of and applicable to the Rights. (iv) In case the Company shall, by dividend or otherwise, at any time distribute to all or substantially all holders of its Class A Common Stock cash (including any distributions of cash out of current or retained earnings of the Company but excluding any cash that is distributed as part of a distribution requiring a Conversion Price adjustment pursuant to subsection 1(g)(iii)) in an aggregate amount that, together with the sum of (x) the aggregate amount of any other distributions to all or substantially all holders of its Class A Common Stock made in cash plus (y) all Excess Payments, in each case made within the 12 months preceding the date fixed for determining the stockholders entitled to such distribution (the "Distribution Record Date") and in respect of which no Conversion Price adjustment pursuant to subsection 1(g)(iii) or 1(g)(v) or this subsection 1(g)(iv) has been made, exceeds 10% of the product of the current market price per share (determined as provided in subsection 1(g)(vi)) of the Class A Common Stock on the Distribution Record Date times the number of shares of Class A Common Stock outstanding on the Distribution Record Date (excluding shares held in the treasury of the Company’s most senior class of Preferred Shares at ), the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount Conversion Price shall be deemed to be repaid at reduced so that the time of conversion. For as long as same shall equal the Principal amount has not been repaid or converted price determined by multiplying such Conversion Price in full, the Company shall deliver a thirty (30) days effect immediately prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right effectiveness of the Funder described Conversion Price reduction contemplated by this subsection 1(g)(iv) by a fraction of which the numerator shall be the current market price per share (determined as provided in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (isubsection 1(g)(vi), (ii) or (iii) of the definition Class A Common Stock on the Distribution Record Date less the amount of a Deemed Liquidation such cash distributions and Excess Payments applicable to one share (as based on the pro rata portion of the aggregate amount of such term is defined in the Articles).cash distributions and

Conversion. If (a) (i) Conversions at any time, Funder’s ownership Option of the Holder. Each share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) Preferred Stock shall be convertible into shares of Common Stock (subject to the Company’s most senior class of Preferred Shares limitations set forth in Section 5(a)(iii) hereof) at the Conversion Ratio (as such term is defined under in Section 8) at the Company’s then current articles option of associationthe Holder, as may be amended at any time and from time to time (time, from and after the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) 120th day following the Original Issue Price Date (the "Initial Conversion Date"), thereafter any conversions of Preferred Stock are limited in each monthly period to 25% of the number of shares of Preferred B Shares –(or Stock originally issued to the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) Holder on the Original Issue Price Date, on a cumulative basis (for example, during the first month following the Initial Conversion Date, the Holder may convert up to 25% of the Company’s most senior class number of shares of Preferred Shares at Stock issued to it on the time Original Issue Date and during the first two (2) months following the Initial Conversion Date the Holder may convert up to 50% of the number of shares of Preferred Stock issued to it on the Original Issue Date). Holders shall effect conversions by surrendering the certificate or certificates representing the shares of Preferred Stock to be converted to the Company, together with the form of conversion that are issued notice attached hereto as Exhibit A (a "Conversion Notice"). Each Conversion Notice shall specify the number of shares of Preferred Stock to be converted and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Conversion Notice by facsimile (the "Conversion Date"). If no Conversion Date is specified in a bona fide financingConversion Notice, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount the Conversion Date shall be the date that the Conversion Notice is deemed to delivered hereunder. If the Holder is converting less than all shares of Preferred Stock represented by the certificate or certificates tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted effected in fullfull for any reason, the Company shall promptly deliver a thirty to such Holder (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articlesmanner and within the time set forth in Section 5(b)) a certificate for such number of shares as have not been converted.

Conversion. If at (a) On or after the first Business Day that is 12 years after the Issue Date, the Holders shall have the right to convert their shares of Preferred Stock, in whole or in part (but in no event less than 50,000 shares of Preferred Stock or, if the aggregate amount of shares of Preferred Stock any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or such Holder owns is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, less than 50,000 shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board then all of directors (a “Trigger Event”such shares), Funder may, in its sole discretion, convert all or any portion into that number of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into whole shares of the Company’s most senior class Common Stock for each share of Preferred Shares (as such term is defined under the Company’s then current articles of associationStock equal, as may be amended from time subject to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal Section 6(j), to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Liquidation Preference divided by (ii) the Optional Conversion Price then in effect, with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9 (such quotient, the “Conversion Rate”). To convert shares of Preferred Stock into shares of Common Stock pursuant to this Section 6(a), such Holder shall give written notice (the “Optional Conversion Notice” and the date of such notice, the “Optional Conversion Notice Date”) to the Company stating that such Holder elects to so convert shares of Preferred Stock and shall state therein: (A) the number of shares of Preferred Stock to be converted, (B) the name or names in which such Holder wishes the shares of Common Stock to be issued, (C) the Holder’s computation of the number of shares of Common Stock to be received by such Holder and (D) the Optional Conversion Price on the Optional Conversion Notice Date. If a Holder validly delivers an Optional Conversion Notice in accordance with this Section 6(a), the Company shall issue the shares of Common Stock as soon as reasonably practicable, but not later than ten (10) business days thereafter (the date of issuance of such shares, the “Optional Conversion Date”). (b) On or after the first Business Day that is 12 years after the Issue Date, if the Holders have not elected to convert all of their shares of Preferred B Shares –Stock pursuant to Section 6(a), the Company shall have the right to cause the outstanding shares of Preferred Stock to be converted, in whole and not in part into that number of whole shares of Common Stock for each share of Preferred Stock equal, subject to Section 6(j), to the quotient of (i) the Liquidation Preference divided by (ii) the Forced Conversion Price then in effect, with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9; provided, however that in order for the Company to exercise such right, the Average VWAP per share of the Common Stock during a 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Forced Conversion Notice Date shall be greater than one hundred twenty percent (120%) of the Forced Conversion Price then in effect; and provided, further, that if the conversion by the Company pursuant to this Section 6(b) would result in the Holders holding Common Stock (counting only such Common Stock as has been converted from Preferred Stock pursuant to this Certificate of Designations) representing in excess of 20% of the issued and outstanding Common Stock of the Company immediately after such conversion (the “Maximum Holding Amount”), then such conversion shall be limited to the number of shares of Common Stock representing the Maximum Holding Amount, and the Company will have the continuing right to cause the remaining shares of Preferred Stock (which are not converted due to the Maximum Holding Amount limitation) to be converted in whole or in part at any time following the initial conversion of shares of Preferred Stock pursuant to this Section 6(b) to the extent such conversion would not result in the Holders holding Common Stock at such time representing in excess of the Maximum Holding Amount. To convert shares of Preferred Stock into shares of Common Stock pursuant to this Section 6(b), the Company shall give written notice (the “Forced Conversion Notice” and the date of such notice, the “Forced Conversion Notice Date”) to each Holder stating that the Company elects to force conversion of such shares of Preferred Stock pursuant to this Section 6(b) and shall state therein (A) the number of shares of Preferred Stock to be converted, (B) the Forced Conversion Price on the Forced Conversion Notice Date and (C) the Company’s computation of the number of shares of Common Stock to be received by the Holder. If the Company validly delivers a Forced Conversion Notice in accordance with this Section 6(b), the Company shall issue the shares of Common Stock as soon as reasonably practicable, but not later than ten (10) business days thereafter (the date of issuance of such shares, the “Forced Conversion Date”). (c) Upon conversion, each Holder shall surrender to the Company the certificates representing any shares held in certificated form to be converted during usual business hours at its principal place of business or the Conversion Price offices of the Preferred B Sharesits duly appointed Transfer Agent maintained by it, if such Conversion Price is lower than the Original Issue Priceaccompanied by (i) (as such terms are defined if so required by the Company or its duly appointed Transfer Agent) a written instrument or instruments of transfer in form reasonably satisfactory to the Articles); Company or its duly appointed Transfer Agent duly executed by the Holder or its duly authorized legal representative and (ii) a price that reflects a discount transfer tax stamps or funds therefor, if required pursuant to Section 6(j). (d) Immediately prior to the close of 20% (twenty percent) business on the Original Issue Price of Optional Conversion Date or the Company’s most senior class of Preferred Shares at the time of conversion that are issued in Forced Conversion Date, as applicable, with respect to a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount a Holder shall be deemed to be repaid at the time holder of conversionrecord of Common Stock issuable upon conversion of such Holder’s shares of Preferred Stock notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Holder. For Except to the extent that a Holder is not able to convert its shares of Preferred Stock into Common Stock as long a result of Section 6(j), on the Optional Conversion Date or the Forced Conversion Date, as applicable, dividends shall cease to accrue on the shares Preferred Stock so converted and all other rights with respect to the shares of Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the number of whole shares of Common Stock into which such shares of Preferred Stock have been converted (with such adjustment or cash payment for fractional shares as the Principal amount has not been repaid or converted in fullCompany may elect pursuant to Section 9). As promptly as practical after the conversion of any shares of Preferred Stock into Common Stock, the Company shall deliver a thirty (30) days prior written notice to the Funderapplicable Holder an Ownership Notice identifying the number of full shares of Common Stock to which such Holder is entitled, and a cash payment in respect of fractional shares in accordance with Section 9. (e) Each Fixed Conversion Price shall be subject to the following adjustments (except as provided in Section 6(f)): (i) If the Company pays a dividend (or shorter notice if thirty (30other distribution) days is not practically possible, in shares of any contemplated Trigger Event. The conversion right Common Stock to holders of the Funder described Common Stock, in this Section ‎2their capacity as holders of Common Stock, then each Fixed Conversion Price in effect immediately following the record date for such dividend (or distribution) shall not apply in case be divided by the Funder’s ownership following fraction: 20 OS1 OS0 where OS0 =the number of the share capital shares of the Company on an issued and Common Stock outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, to the record date for such dividend or distribution; and contingent upon, a consummation OS1 =the sum of subsections (i), A) the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution and (B) the total number of shares of Common Stock constituting such dividend. (ii) or (iii) If the Company issues to holders of shares of the definition Common Stock, in their capacity as holders of a Deemed Liquidation (as Common Stock, rights, options or warrants entitling them to subscribe for or purchase shares of Common Stock at less than the Market Value determined on the Ex-Date for such term is defined issuance, then each Fixed Conversion Price in effect immediately following the Articles).close of business on the Ex-Date for such issuance shall be divided by the following fraction: OS0 + X OS0 + Y where OS0 =the number of shares of Common Stock outstanding at the close of business on the record date for such issuance;

Conversion. If at any time(a) Subject to and in compliance with the provisions of ---------- this Section 3, Funder’s ownership of if during the share capital of Initial Term the Company on Borrower completes an issued and outstanding basis falls IP0 or is reasonably expected to fall below 50.1%Next Round Financing, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) this Note shall automatically convert into fully paid nonassessable shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of associationBorrower's Common Stock, as may be amended from time to time par value $.001 per share (the “Articles”) existing "Common Stock"), at the Conversion Price in effect on the date of conversion. Such conversion shall become effective immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price effectiveness of the Preferred B Shares –registration statement for the IP0 or (ii) the closing of the Next Round Financing, as applicable. (b) Subject to and in compliance with the provisions of this Section 3, during the Second Term and prior to the payment of the outstanding principal amount of this Note, the Lender may convert the outstanding principal amount of this Note, in whole or in part, into fully paid nonassessable shares of the Common Stock at the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) effect on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time date of conversion. For as long as The Lender shall only be entitled to convert this Note into Common Stock one time, upon the Principal amount has not been repaid or converted in fullearliest of the following events to occur. (i) If, prior to the Due Date, the Company shall deliver Borrower files a thirty (30) registration statement for an IP0, the Borrower shall, within five business days prior of the initial filing of such registration statement, send written notice to the Funder, or shorter notice if thirty Lender of such filing (30) days is not practically possible, of any contemplated Trigger Eventthe "Filing Notice"). The conversion right Lender shall, within 30 days from the date of receipt of the Funder described Filing Notice (but in any event no later than the printing of the red ▇▇▇▇▇▇▇ prospectus for the IPO), determine whether or not it will convert the outstanding principal amount of this Note, in whole or in part, into Common Stock in accordance with this Section ‎23 and send written notice to the Borrower of such election. If, upon the expiration of such 30-day period, the Lender has not elected to convert this Note into Common Stock or has not notified the Borrower of its election, the Lender shall not apply in case forfeit its right to convert this Note into Common Stock. If the Funder’s ownership Lender has elected to convert this Note into Common Stock pursuant to this paragraph (b)(i), the conversion shall become effective immediately prior to the effectiveness of the share capital of registration statement for the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), IPO. (ii) or (iii) If, prior to the Due Date, the Borrower has scheduled the closing of the definition Next Round Financing, then at least 20 days prior to the closing of a Deemed Liquidation the Next Round Financing the Borrower shall send written notice to the Lender of such closing (as the "Closing Notice"). The Lender shall, within 20 days from the date of receipt of the Closing Notice, determine whether or not it will convert the outstanding principal amount of this Note, in whole or in part, into Common Stock in accordance with this Section 3 and send written notice to the Borrower of such term is defined in election. If, upon the Articlesexpiration of such 20-day period, the Lender has not elected to convert this Note into Common Stock or has not notified the Borrower of its election, the Lender shall forfeit its right to convert this Note into Common Stock. If the Lender has elected to convert this Note into Common Stock pursuant to this paragraph (b)(ii), the conversion shall become effective immediately prior to the closing of the Next Round Financing.

Conversion. If at (a) Notwithstanding anything contained herein to the contrary, upon delivery from a Converting Lender to the Collateral Trustee, the Loan Agent, the Rating Agency and the Borrower of a notice substantially in the form of Exhibit C hereto, a Converting Lender may elect any timeBusiness Day (such Business Day, Funder’s ownership a “Conversion Date”) upon which all or a portion of the share capital Aggregate Outstanding Amount of the Company on Loans held by such Converting Lender shall be converted into Class A-2 Notes of an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result equal aggregate principal amount in accordance with Section 2.5(u) of the exercise of existing or future options Indenture; provided that each Conversion Date shall be no earlier than the fifth Business Day following the date such notice is delivered (or an equivalent instrumentsuch earlier date as may be reasonably agreed to by the Lender, the Collateral Trustee and the Loan Agent) or as and may not be between a result of issuance of restricted, shares, restricted stock units Record Date (or an equivalent instrumentsthe date that is 15 days prior to a Payment Date, whichever is earlier) and the related Payment Date or Redemption Date, as applicable. On each Conversion Date, (A) the Aggregate Outstanding Amount of the Class A-2 Notes shall be increased by the Aggregate Outstanding Amount of the Loans so converted, and (B) if such Conversion Date is on a Payment Date, such conversion shall be deemed to occur immediately after giving effect to the Priority of Payments on such Conversion Date. The Loans so converted will cease to be outstanding and will be deemed to have been repaid in full for all purposes under the Company’s 2018 Share Option Plan Indenture and under this Agreement. No Class A-2 Notes may be converted into Loans. (b) The Lenders agree to provide reasonable assistance to the Collateral Trustee and the Loan Agent in connection with such conversion, including, but not limited to, providing applicable instructions to DTC. (c) If the Conversion Date is on a day other than a Payment Date, interest accrued on the Loan so converted since the prior Payment Date (or, if no Payment Date has occurred since the incurrence of such Loan, the Closing Date or an equivalent plan adopted by other date of incurrence, as applicable) will, as of the Company’s board Conversion Date, be deemed instead to have accrued on the Class A-2 Notes for such time period and accrued interest on the applicable Loan will no longer be due and owing hereunder. If the Conversion Date is on a Payment Date, interest accrued on the Loan since the prior Payment Date (or, if no Payment Date has occurred since the incurrence of directors such Loan, the Closing Date or other date of incurrence, as applicable) will be paid to the Lenders of the applicable Loan on the related Conversion Date. Following the Conversion Date, the Class A-2 Notes will accrue interest at the Interest Rate applicable to the Class A-2 Notes, as set forth in the Indenture. (a “Trigger Event”)d) Notwithstanding anything herein to the contrary, Funder mayeach Lender may elect, in its sole discretion, convert to exercise the Conversion Option concurrently with an assignment of all or any a portion of its Loans (an “Assignment/Conversion”) such that the Effective Date (as defined in the Assignment Agreement attached as Exhibit B hereto) of the assignment occurs on the related Conversion Date and the assignee receives Class A-2 Notes in lieu of the portion of the outstanding Principal amount (such portion of Principal amount that is so convertedLoans being assigned. Any assignment made in connection with an Assignment/Conversion shall meet the requirements for an assignment set forth in Section 8.4. Any Lender electing to make an Assignment/Conversion shall deliver to the Collateral Trustee, the “Convertible Amount”) into shares of Loan Agent, the Company’s most senior class of Preferred Shares (as such term is defined under Collateral Manager and the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately Borrower at least five Business Days prior to such conversion. The number the Conversion Date, (x) an executed Assignment Agreement, (y) a completed notice substantially in the form of such shares Exhibit C hereto and (z) the assignment fee required to be issued upon such conversion shall be equal paid pursuant to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (iSection 8.4(c) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)hereof.

Conversion. If at To convert a share of Series A Preferred into Conversion Shares on any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors date (a “Trigger EventConversion Date”), Funder maya holder shall deliver for receipt on or prior to 5:00 p.m., Eastern Time, on such date (X) to the Corporation, using the notice procedures set forth in its sole discretionSection 11, convert all a copy (whether via electronic mail or any portion otherwise) of an executed notice of conversion of the outstanding Principal amount share(s) of Series A Preferred subject to such conversion in the form attached hereto as Exhibit I (such portion of Principal amount that is so convertedthe “Conversion Notice”) and (Y) (i) to the Transfer Agent via mail or hand delivery, a fully and validly executed original stock power form duly endorsed by the holder and bearing a usual and customary medallion signature guarantee in a form acceptable to the Transfer Agent with respect to the Conversion Shares (the “Stock Power” and, together with the Conversion Notice, the “Convertible AmountConversion Documentation”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) to the Corporation, a price that reflects a discount copy (whether via electronic mail or otherwise) of 20% (twenty percent) the Stock Power and tracking information and/or evidence of delivery of the package containing the Stock Power. On or prior to 9:00 a.m., Eastern Time, on the Original Issue Price first business day following the date of receipt of the CompanyConversion Documentation, the Corporation shall transmit by electronic mail (A) to the Transfer Agent an instruction to the Transfer Agent, in the form attached hereto as Exhibit II, to process such Conversion Notice in accordance with the terms herein, including clauses (1) or (2) of this Section 8(c)(i), as applicable, and (B) to such holder, an acknowledgment of confirmation of receipt of such Conversion Notice, in the form attached hereto as Exhibit III. On or before the second business day following each date on which the Corporation has received the Conversion Documentation (or such earlier date as required pursuant to the Exchange Act, or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable date of the Conversion Notice of such Conversion Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Corporation shall (1) if the Transfer Agent is participating in the Fast Automated Securities Transfer Program (“FAST”) and the Conversion Shares are available for resale under the Securities Act of 1933, as amended (the “Securities Act”) or otherwise DTC-eligible, credit such aggregate number of Conversion Shares to which such holder shall be entitled pursuant to such conversion to such holder’s most senior class (or its designee’s) balance account with DTC through its Deposit/Withdrawal at Custodian system which will include causing the Corporation’s counsel to issue a legal opinion requesting that the restrictive legend concerning transfer restrictions of the Conversion Shares be removed and that the Conversion Shares be transferred to the holder’s broker (nominee) account in DTC, or (2) if the Transfer Agent is not participating in FAST or the Conversion Shares are not available for resale under the Securities Act and not otherwise DTC-eligible, register such Conversion Shares on the Corporation’s share register and deliver evidence of the same to the holder (or its designee) (each of clauses (1) and (2), the “Conversion Procedures”). The person or persons entitled to receive the Conversion Shares issuable upon a conversion of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed treated for all purposes as the record holder or holders of such Conversion Shares on the Conversion Date. For the avoidance of doubt and notwithstanding anything to the contrary in this Certificate of Designation, the Holder’s delivery of the Conversion Documentation pursuant to clause (X) and (Y) above after 5:00 p.m., Eastern Time, shall cause the Conversion Date to be repaid at the time of conversion. For as long considered as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)following business day.

Conversion. If The Note Holder, at his or its option, is entitled, upon but not prior to the first anniversary of the date of this Note and at any time, Funder’s ownership time prior to the payment in full of the share capital principal amount of this Note by the Maker, to convert all of the Company on an issued and principal amount of this Note at the time outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion thereof, together with accrued but unpaid interest thereon, into shares ("Conversion Shares") of Common Stock at an initial conversion price equal to the average closing price of the outstanding Principal amount (such portion Maker's Common Stock as reported on the Nasdaq Small Cap Market for the five business days preceding the date of Principal amount that is so convertedthis Note, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may which shall be amended subject to adjustment from time to time pursuant to this Section 8 ("Conversion Rate"). Conversion of this Note, and accrued and unpaid interest thereon, may be effected by the “Articles”Note Holder transmitting to the Maker, at its principal office by facsimile transmission, a written notice (a "Conversion Notice") existing immediately prior stating the principal amount of the Note the Note Holder elects to convert in accordance with the provisions of this Section 8.2 and specifying the name or names in which such conversion. The number of such shares Note Holder wishes the certificate or certificates for Conversion Shares to be issued upon and by delivering to the Maker, at such conversion principal office within ten (10) business days thereafter, the original Conversion Notice and this Note by express courier. In case the Conversion Notice specifies a name or names other than that of the Note Holder, such notice shall be equal to accompanied by payment of all transfer taxes payable upon the quotient obtained by dividing issuance of Conversion Shares in such other name or names. Other than such taxes, the Convertible Amount by a price per share equal to Maker will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of Conversion Shares pursuant hereto. As promptly as practicable, and in any event within five (5) business days after the higher of (i) the Original Issue Price date of the Preferred B Shares –receipt by the Maker of this Note or Notes and the receipt of the original Conversion Notice relating thereto (the "Delivery Date") and, if applicable, payment of all transfer taxes (or the Conversion Price demonstration to the satisfaction of the Preferred B SharesMaker that such taxes have been paid), if such the Maker shall deliver or cause to be delivered to Note Holder, by express courier, certificates representing the number of validly issued, fully paid and nonassessable full Conversion Price is lower than Shares to which the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of Note Holder shall be entitled. Such conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid have been made at the close of business on the date of receipt by the Maker of a Conversion Notice by facsimile transmission as permitted by this provisions of this Section 8.2, so that the rights of the Note Holder under this Note shall cease, except for the right to receive Conversion Shares with respect to the principal amount and accrued unpaid interest thereon so converted and a new Note for any principal amount remaining unpaid, and the person entitled to receive such Conversion Shares shall be treated for all purposes as having become the record holder of such Conversion Shares at such time, provided that if this Note and the original Conversion Notice are not received by the Maker within ten (10) business days after the Maker's receipt of a Conversion Notice by facsimile transmission, the rights of the Note Holder under this Note (to the extent converted) will cease at the close of business on the day the Maker actually receives the original Note and the original Conversion Notice pertaining thereto. Notwithstanding any contrary provision contained herein, at any time prior to the first anniversary of this Note, all of the outstanding principal and accrued interest of the Note shall either (i) be applied to the purchase of securities to be offered by the Maker at the public offering purchase price, in any public offering by the Maker of equity securities which, when aggregating the outstanding principal and accrued interest of the Convertible Notes and all additional proceeds from new investors, equals not less than $2,000,000 (the "Equity Offering"), or (ii) in the event of such Equity Offering, be converted into Conversion Shares at the then-effective Conversion Rate. The Note Holder will have the right to determine, to the extent that securities are available for purchase in the Equity Offering, whether to apply the outstanding principal and interest, if any, of this Note to the purchase of the securities in the Equity Offering or to convert the same into Conversion Shares at the then-effective Conversion Rate; provided, however, that in the event that all or a portion of outstanding principal and interest, if any, of this Note exceeds the number of equity securities available in the Equity Offering, the balance of this Note not applied to the purchase of equity securities will be converted into Conversion Shares at the then-effective Conversion Rate. Upon conversion, the Note Holder shall be entitled at the Note Holder's option, to receive any accrued and unpaid interest on the principal amount of this Note converted, to the date of such conversion, in the form of Conversion Shares. For In connection with the conversion of this Note, no fractional amount of Conversion Shares shall be issued, but, in lieu thereof, the Maker shall round such fractional amount to the nearest whole Conversion Share. The Maker shall at all times reserve and keep available for issuance upon the conversion of this Note, such number of its authorized but unissued shares of Common Stock as long as will from time to time be sufficient to permit the Principal amount has not been repaid or converted conversion of this Note in full, and shall take all action required to increase the Company shall deliver a thirty (30) days prior written notice authorized number of shares of Common Stock if necessary to permit the Funder, or shorter notice if thirty (30) days is not practically possible, conversion of any contemplated Trigger Event. The conversion right of the Funder described this Note in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)full.

Conversion. If 6.1 Subject to the remainder of this clause 6, at any timetime prior to the Final Repayment Date, Funder’s ownership a Noteholder may require the Company to allot fully paid Shares in exchange for and in satisfaction of some or all of the share capital Notes held by it at the Conversion Rate. This right may be exercised by the Noteholder serving notice in writing on the Company (a “Conversion Notice”), which shall specify the nominal amount of the Notes which are to be converted. 6.2 A Noteholder shall not be entitled to the allotment of a fraction of a Share and any amount of a Note which, but for this clause 6.2, would be converted into a fraction of a Share shall continue to be outstanding unless it would remain as the only outstanding amount of a Note held by the Noteholder submitting the Conversion Notice, in which case such outstanding amount of a Note shall be cancelled and the Noteholder shall have no claim against the Company in respect of the amount so cancelled. 6.3 A Noteholder shall only be entitled to exercise the right contemplated by clause 6.1 where the nominal amount of the Notes to be converted by that Noteholder is at least US$100,000 or the entire holding of Notes of the Noteholder (whichever is the lesser amount). 6.4 To be effective, a Conversion Notice shall be deposited at the registered office of the Company on an issued and outstanding basis falls or is shall be executed by the Noteholder and be accompanied by the relevant Certificate and such other documents (including any power of attorney) as the Company may reasonably expected require to fall below 50.1%enable the Company to establish that the Conversion Notice has been duly executed by the Noteholder. 6.5 The Company shall, solely within five Business Days of each Conversion Date, allot to the Noteholder the amount of Shares credited as a result fully paid to which he shall be entitled by virtue of the exercise of existing such rights and shall as soon as practicable thereafter enter or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under procure the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion entry of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares name of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined Noteholder in the Articles); and (ii) a price that reflects a discount register of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital members of the Company on an in respect of such Shares. The allotment and issue of Shares pursuant to clause 6 shall be in full satisfaction and discharge of the principal monies equivalent to the nominal amount of the Notes so converted. 6.6 All Shares issued in respect of Notes converted pursuant to clause 6 shall be credited as fully paid and outstanding basis falls below 50.1% due will rank for any dividends or distributions declared after the Conversion Date, whether by reference to exercise of options accounts drawn up to a date in any financial year or an equivalent instrument immediately other period ended prior to, or on or after the relevant Conversion Date and contingent uponwill otherwise rank pari passu with the Shares in issue at that date. 6.7 Any issue of Ordinary Shares pursuant to this Clause 6 shall be conditional upon the Noteholder obtaining all necessary consents, a consummation permissions or approvals of subsections (i), (ii) any regulatory or (iii) of the definition of a Deemed Liquidation (as supervisory authorities in any relevant jurisdiction which are or may be required to enable that Noteholder to lawfully acquire such term is defined in the Articles)Ordinary Shares.

Conversion. If at (a) At any timetime from the original issue date hereof through the date that this Note is paid in full, Funder’s ownership of Lender shall have the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder mayright, in its sole discretion, to convert the principal balance of this Note then outstanding plus accrued but unpaid interest, in whole or in part, into shares (each, a "Conversion Share") of Common Stock at a conversion price equal to $3.25 per Conversion Share, subject to adjustment as provided in Section 2 herein (the "Conversion Price"). (b) Lender may convert this Note at the then applicable Conversion Price by the surrender of this Note (properly endorsed) to the Company at the principal office of the Borrower, together with the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion") duly completed, dated and executed, specifying therein the Convertible Principal Balance and/or outstanding interest to be converted. The "Conversion Date" shall be the date that such Notice of Conversion and this Note is duly provided to Borrower hereunder (or, at ▇▇▇▇▇▇'s option, the next interest payment date with respect to ▇▇▇▇▇▇'s conversion of any scheduled interest payment). In the event that the Lender shall specify a name or names other than that of the Lender to receive any of the Conversion Shares issuable upon such exercise of the conversion option, the Notice of Conversion also shall be accompanied by payment of all or transfer taxes payable upon the issuance of the Conversion Shares to such specified person(s). (c) On the date of receipt by the Company of the duly completed, dated and executed Notice of Conversion, this Note and applicable transfer taxes, if any, all in accordance with Section 1(b) with respect to a conversion of any portion of the outstanding Principal amount (such portion of Principal amount that is so convertedthis Note, the “Convertible Amount”Lender (and any person(s) into shares receiving Conversion Shares in lieu of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”Lender) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid have become the holder of record for all purposes of the Conversion Shares to which such valid conversion relates. (d) As soon as practicable, but not in excess of five business days, after the valid conversion of any portion of this Note, the Company, at the time Company’s expense (including the payment by Company of any applicable issuance and similar taxes, but excluding the transfer taxes referred to in Section 1(b)), will cause to be issued in the name of and delivered to the Lender (and/or such other person(s) identified in the Notice of Conversion with respect to such conversion. For ), certificates evidencing the number of duly authorized, validly issued, fully paid and non-assessable Conversion Shares to which the Lender (and/or such other person(s) identified in such Notice of Conversion, shall be entitled to receive upon the conversion), as long adjusted to reflect the effects, if any, of the anti-dilution provisions of Section 2, such certificates to be in such reasonable denominations as Lender may request when delivering the Notice of Conversion. (e) If less than the entire Convertible Principal amount has not been repaid or converted in fullBalance of this Note is being converted, the Company shall execute and deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty Lender a new replacement Note (30) days is not practically possible, of any contemplated Trigger Event. The conversion right dated as of the Funder described in this Section ‎2, shall not apply in case date hereof) evidencing a face amount which is the Funder’s ownership percentage of the share capital original Face Amount equal to the portion of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)Convertible Principal Balance that has not been so converted.

Conversion. If (a) The holder of this Security is entitled at any timetime on or after May 14, Funder’s ownership 1999 and before the close of business on May 14, 2003 (or, in case this Security or a portion hereof is called for redemption or the share capital of holder hereof has exercised his right to require the Company to repurchase this Security or a portion hereof, then in respect of this Security or such portion hereof, as the case may be, until and including, but (unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be) not after, the close of business on an issued and outstanding basis falls the redemption date or is reasonably expected the Repurchase Date, as the case may be) to fall below 50.1%, solely as a result of the exercise of existing or future options convert this Security (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal principal amount (such portion of Principal amount hereof that is so an integral multiple of $1,000), into (1) fully paid and nonassesable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock at the rate of 35.81 shares of Common Stock (the "Conversion Rate") for each $1,000 principal amount of Security (or at the current adjusted rate if an adjustment has been made as provided below) and (2) cash at the rate of $525.03 (the "Cash Rate") for each $1,000 principal amount of Security by surrender of this Security, duly endorsed or assigned to the Company or in blank to the Company at the Designated Office, accompanied by written notice to the Company that the holder hereof elects to convert this Security (or if less than the entire principal amount hereof is to be converted, specifying the “Convertible Amount”) into shares portion hereof to be converted). Upon surrender of this Security for conversion, the Company’s most senior class holder will be entitled to receive the interest accruing on the principal amount of Preferred Shares (as this Security then being converted from the interest payment date next preceding the date of such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior conversion to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time date of conversion. For as long as No payment or adjustment is to be made on conversion for dividends on the Principal amount has not been repaid Common Stock issued on conversion hereof. No fractions of shares or converted in fullscrip representing fractions of shares will be issued on conversion, but instead of any fractional interest, the Company shall deliver pay a thirty (30) days prior written notice cash adjustment, computed on the basis of the Closing Price of the Common Stock on the date of conversion, or, at its option, the Company shall round up to the Fundernext higher whole share." The Conversion Rate and Cash Rate specified in the replacement paragraph above are based upon the standard consideration that non-electing common stockholders of Biomatrix are entitled to receive in connection with the Merger, or shorter notice if thirty (30) days as set forth in the Merger Agreement. If the standard consideration is not practically possible, of any contemplated Trigger Event. The conversion right adjusted in connection with the closing of the Funder described Merger, then (1) an appropriate and proportionate adjustment shall be made to the Conversion Rate and Cash Rate and (2) the Conversion Rate and Cash Rate specified in this the replacement paragraph above shall mean the Conversion Rate and Cash Rate as so adjusted; (c) In Sections 2(b) through (j), 3(b)(5), 3(g), 3(i) and 3(j)(2), each instance of the term "the Company" shall be replaced with "Genzyme Corporation"; (d) In Section ‎22(i), the parenthetical clause, "(it being understood that the Company shall not apply in case be required to register the Funder’s ownership of Common Stock issuable on conversion hereof under the share capital of Securities Act, except pursuant to the Registration Rights Agreement between the Company and the initial holder of this Security)" shall be deleted and replaced in its entirety with the following: "(it being understood that the Company shall not be required to register the Common Stock issuable on an issued conversion hereof under the Securities Act, except pursuant to the Supplemental Agreement among the Company, the initial holder of this Security and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections the other parties thereto)." (ie) In Section 2(j), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined "Common Stock" shall be deleted and replaced in its entirety with the Articles).following:

Conversion. If (a) Subject to the provisions of Section 4, the Holder shall have the right, but not the obligation, at any time and from time, Funder’s ownership -to-time while all or any portion of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) Principal Amount under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, Note that is still outstanding to convert all or any portion of the outstanding Principal Amount and all accrued but unpaid interest thereon into a number of shares of Common Stock of the Company (the “Conversion Shares”) calculated as the total dollar amount to be converted divided by $1.20 (the “Conversion Price”). In the event that the Holder wishes to exercise the conversion rights set forth in this Section 3(a), the Holder shall give the Company written notice (the “Conversion Notice”) of such portion of conversion specifying the Principal amount that is so Amount and accrued interest to be converted, which notice shall be effective on the date of such Conversion Notice, if such Conversion Noticed is received by the Company not later than 4:00 p.m. Eastern Time on such date or, if such Conversion Noticed is received by the Company after 4:00 p.m. Eastern Time on such date, then on the next succeeding Business Day. The date on which such Conversion Notice is deemed to be effective is hereinafter referred to as the “Convertible AmountConversion Date.” (b) into shares Not later than five (5) Business Days after any Conversion Date, the Company will deliver to the Holder, by overnight courier service to the address of the Company’s most senior class Holder set out in Section 6 (or such other address as the Holder may notify the Company of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time in accordance with Section 6), certificates representing the Conversion Shares (bearing appropriate restrictive legends) representing the “Articles”) existing immediately prior to such conversion. The aggregate number of such shares to be issued upon such Conversion Shares being acquired. (c) Upon a conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullhereunder, the Company shall deliver a thirty (30) days prior written notice not be required to issue certificates representing fractions of any Conversion Shares, and the number of Conversion Shares shall be rounded down to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)nearest whole number.

Conversion. If (a) All outstanding principal and accrued interest on this Note is convertible, at the option of the Holder, at any timetime after XXXXXXX, Funder’s ownership of the share capital of the Company on an issued into fully paid and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into non-assessable shares of Common Stock at the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time conversion rate (the “ArticlesConversion Rate”) existing of $.40 per share (the "Conversion Shares"). (b) Any such conversion shall be in the minimum amount of $10,000 and integral multiples of $10,000; provided, however, the final conversion may be for all of the remaining principal and accrued interest. Any partial conversion of this Note shall be deemed a conversion of the principal sum hereof until the entire principal amount is converted. Thereafter, any conversion shall be of accrued interest. If the Company is the issuer of securities to be sold by it under an effective registration statement pursuant to the Securities Act of 1933, as amended, the Company will provide no less than ten (10) days prior notice to the Holder and all conversion rights hereunder will terminate upon the closing of the sale by the Company of the securities covered by said registration statement unless the Holder shall have converted this Note before said date. In the event the Common Stock is split, subdivided or combined, the conversion rate thereafter in effect shall be appropriately adjusted by the Company to provide the Holder with the number of Conversion Shares upon conversion such Holder would have received on such split, subdivision or combination if it had converted this Note immediately prior thereto. In the event the Common Stock is reclassified or the Company merges or combines with another entity in a transaction in which the holders of Common Stock receive securities or other consideration in respect of such Common Stock, the Holder shall be entitled after such event to convert this Note into the kind and type of securities it would have received had the Holder converted this Note immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)event.

Conversion. If 3.1 At any time after the Financing Date until this Note is no longer outstanding, this Note may be converted into Conversion Shares at any time and from time-to-time, Funder’s ownership in whole or in part, at the option of the share capital of Holder. The Holder shall effect conversions by delivering to the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely the form of Notice of Conversion attached hereto as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors Annex A (a “Trigger EventNotice of Conversion”), Funder may, in its sole discretion, convert all or specifying therein the amount of principal to be converted and the date on which such conversion is to be effected (a “Conversion Date”); provided that the date upon which any portion such conversion may be effected may not be less than 21 calendar days following the date of delivery of the outstanding Principal amount (such portion Notice of Principal amount Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 21 calendar days after such Notice of Conversion is delivered to the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender the Note to the Company unless the entire principal amount of this Note has been so converted, . Conversions hereunder shall have the “Convertible Amount”) into shares effect of lowering the Company’s most senior class outstanding principal amount of Preferred Shares (as such term is defined under this Note in an amount equal to the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 10 business days of receipt of such notice. The Holder, by acceptance of this Note, acknowledges and agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. 3.2 The number of such shares to be issued Conversion Shares issuable upon such a conversion of any outstanding principal under the Note shall be equal to determined by the quotient obtained by dividing the Convertible Amount (x) by a price per share (y) where (x) is equal to the higher amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined). 3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion of Note. 3.4 The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be shall mean 75% of the average Closing Bid Prices for the ten Trading Days immediately preceding the Conversion Date. The term "Closing Bid Price" shall mean, on any particular date (i) the Original Issue Price closing bid price per share of the Preferred B Shares –(Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Conversion Price of Common Stock is then listed, or if there is no such price on such date, then the Preferred B Sharesclosing bid price on such exchange or quotation system on the date nearest preceding such date, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and or (ii) a price that reflects a discount of 20% (twenty percent) if the Common Stock is not listed then on the Original Issue Price OTC Bulletin Board or any registered national stock exchange, the closing bid price for a share of Common Stock in the Company’s most senior class over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of Preferred Shares reporting prices) at the time close of conversion that are issued in a bona fide financingbusiness on such date, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the definition "Pink Sheet" quotes for the relevant conversion period, as determined in good faith by the Holder, or (iv) if the Common Stock is not then publicly traded the fair market value of a Deemed Liquidation (share of Common Stock as such term is defined in determined by the Articles)Holder and reasonably acceptable to the Company.

Conversion. If (a) Upon Maturity, the unpaid principal amount of this Note plus all accrued interest thereon shall be convertible into shares of Common Stock at any time, Funder’s ownership of $0.001 per share (the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger EventConversion Price”), Funder mayat the option of the Holder, in its sole discretion, convert all whole or any portion in part. Shares issued upon conversion shall become free trading stock as promulgated by the rules and regulations of the outstanding Principal amount (U. S. Securities and Exchange Commission. The date on which such portion of Principal amount that conversion is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may to be amended from time to time effected (the “ArticlesConversion Date”) existing immediately prior to such conversion). The number of such shares Holder shall effect conversions by surrendering the Note to be issued upon such conversion converted to the Company, together with the form of notice attached hereto as Exhibit A (“Notice of Conversion”). The Notice of Conversion shall specify the amount of principal and accrued interest to be converted. The Notice of Conversion, once given, shall be equal to irrevocable. If, at Maturity, the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price Holder is converting less than all of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); principal and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullinterest amounts represented by this Note, the Company shall deliver to the Holder a thirty cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from qualified legal counsel to have the restrictions lifted from the security. (30b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date, (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction. (c) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the number of shares to be issued shall be rounded up or down to the nearest whole share. (d) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (e) The portion of the principal amount and accrued but unpaid interest on the Note, if any, which is converted into Common Stock shall be canceled upon conversion. (f) The Notice of Conversion (Exhibit A) shall be given to the Company ten (10) days prior written notice to Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed given to the Funder, Company after 5:00 p.m. Nevada time on any Business Day or shorter notice if thirty (30) days at any time on a day that is not practically possiblea Business Day, Notice of any contemplated Trigger Event. The conversion right of Conversion will be deemed given on the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)following Business Day.

Conversion. If Subject to and upon compliance with the provisions of the Indenture, each Holder is entitled, at such Holder's option, at any time, Funder’s ownership time following the original issue date of the share capital Notes and on or before the close of business on the Business Day immediately preceding the Stated Maturity of the Notes, or in case this Note or a portion hereof is called for redemption or the Holder hereof has exercised its right to require the Company to repurchase this Note or a portion hereof, then in respect of this Note until but (unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be) not after, the close of business on an issued and outstanding basis falls the Business Day immediately preceding the Redemption Date or is reasonably expected the Repurchase Date, as the case may be, to fall below 50.1%, solely as a result of the exercise of existing or future options convert this Note (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal principal amount hereof that is an integral multiple of $1,000, provided that the unconverted portion of such principal amount is at least $1,000) into fully paid and nonassessable shares of Common Stock at an initial Conversion Rate of 20.1846 shares of Common Stock for each $1,000 principal amount of Notes (or at the current adjusted Conversion Rate if an adjustment has been made as provided in the Indenture, including pursuant to Section 12.03(2) thereof)) by surrender of this Note, duly endorsed or assigned to the Company or in blank and, in case such surrender shall be made during the period from close of business on any regular record date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except if this Note or a portion hereof has been called for redemption on a Redemption Date or is repurchasable on a Repurchase Date and the conversion rights of this Note, or such portion hereof, would terminate during the period between such regular record date and the close of Principal business on such Interest Payment Date), also accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount that is so equal to the interest (and Liquidated Damages, if any) payable on such Interest Payment Date on the principal amount of this Note then being converted, and also the “Convertible Amount”conversion notice hereon duly executed (and, if required, a Surrender Certificate and such other deliveries specified in Section 12.02(e) of the Indenture), to the Company at a Place of Conversion; provided, however, that if this Note or portion hereof has been called for redemption on a Redemption Date or is repurchasable on a Repurchase Date and the conversion rights of this Note, or such portion hereof, would terminate during the period between such regular record date and the close of business on such Interest Payment Date, then the Holder of this Note on such regular record date will be entitled to receive the interest (and Liquidated Damages, if any) accruing hereon from the Interest Payment Date next preceding the date of such conversion to such succeeding Interest Payment Date and the Holder of this Note who converts this Note or a portion hereof during such period shall not be required to pay such interest (and Liquidated Damages, if any) upon surrender of this Note for conversion. Subject to the provisions of the preceding sentence, and, in the case of conversion after the close of business on the regular record date next preceding an Interest Payment Date and on or before the close of business on such Interest Payment Date, to the right of the Holder to receive the related installment of interest (and Liquidated Damages, if any) to the extent provided in the Indenture, no cash payment or adjustment in respect of payments of interest (and Liquidated Damages, if any) on this Note or portion hereof is to be made on conversion for interest or Liquidated Damages, if any, accrued hereon from the Interest Payment Date next preceding the day of conversion, or for dividends on the Common Stock issued on conversion hereof. The Company shall thereafter deliver to the Holder the fixed number of shares of Common Stock (together with any cash adjustment, as provided in the Indenture) into which this Note is convertible and such delivery will be deemed to satisfy the Company's obligation to pay the principal amount of this Note. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest (calculated to the nearest 1/100th of a share) the Company will pay a cash adjustment as provided in the Indenture. The Conversion Rate is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party (other than a consolidation or merger in which the Company is the surviving or continuing entity and that does not result in any reclassification, conversion, exchange or cancellation of the Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company’s most senior class , the Indenture shall be amended, without the consent of Preferred Shares (any Holders, so that this Note, if then outstanding, will be convertible thereafter, during the period this Note shall be convertible as specified above, only into the kind and amount of securities, cash and property receivable upon such term is defined under consolidation, merger sale or conveyance by a holder of the Company’s then current articles number of association, as may be amended from time to time (the “Articles”) existing shares of Common Stock into which this Note could have been converted immediately prior to such conversionconsolidation, merger, sale or conveyance (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares). The number No adjustment in the Conversion Rate will be made until such adjustment would require an increase or decrease of at least 1% of such shares to rate, provided that any adjustment that would otherwise be issued upon such conversion shall be equal to made, but for the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price application of the Preferred B Shares –(or the Conversion Price of the Preferred B Sharesforegoing, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined will be carried forward and taken into account in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, computation of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)subsequent adjustment.

Conversion. If Subject to the provisions of this Section, at the option of the Holder, at any time, Funder’s ownership the principal amount of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%this Note, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restrictedplus any accrued but unpaid interest thereon, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) may be converted into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of associationParent's common stock, as may be amended from time to time $.20 par value per share (the “Articles”"Common Stock") existing immediately at the Conversion Price, determined as provided below. The conversion of principal of this Note shall be based (i) if the conversion occurs on or prior to October 31, 2003, on the corresponding Redemption Amount with respect to the amount of such principal so to be converted that would otherwise be payable by the Obligors had such amount of principal been redeemed by the Obligors plus accrued interest to the date of conversion, all in accordance with the table set forth above and the period such conversion takes place and (ii) if the conversion occurs at any time after October 31, 2003, on the principal amount due upon maturity of this Note plus accrued interest to the date of such conversion. The number Accordingly, upon conversion of such shares to be issued upon such conversion all or a portion of this Note, the Holder shall be equal entitled to receive one share of Common Stock for each Eight Dollars and Seventeen Cents ($8.17) ("Conversion Price") of (x) in the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher case of (i) above, the Original Issue Price of Redemption Amount that would otherwise be payable by the Preferred B Shares –(or Obligors had the Conversion Price of Obligors elected to redeem the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares Note at the time of conversion plus accrued but unpaid interest through the Conversion Date and (y) in the case of (ii) above, the principal amount that are will be due upon maturity of this Note plus accrued but unpaid interest through the Conversion Date. No fractional shares of Common Stock shall be issued upon the conversion of this Note. Instead of a fraction of a share of Common Stock that would otherwise be issuable upon conversion of this Note, the Parent shall pay a cash adjustment in respect of such fraction of a share of Common Stock in an amount equal to the same fractional interest of the Conversion Price. The Parent shall pay all taxes and other charges in respect of the issuance of shares of Common Stock to the Holder upon such conversion. The Conversion Price shall be adjusted for any stock dividends, stock splits, subdivisions, reclassification, combinations or similar events by multiplying such Conversion price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator shall be the number of shares outstanding immediately after giving effect to such event. An adjustment made pursuant to this paragraph shall become effective immediately after the date of such event. Promptly after any adjustment in the Conversion Price pursuant to this paragraph, the Parent shall give written notice to the Holder of the Conversion Price following such adjustment, together with a schedule of computations of such adjustment and confirmation from the Parent's auditors of such adjustment. In the event of any capital reorganization of the Parent, any reclassification of the stock of the Parent (other than a change in par value or from par value to no par value or from no par value to par value), or any consolidation or merger of the Parent, this Note shall after such reorganization, reclassification, consolidation, or merger be convertible into the kind and number of shares of stock or other securities or property of the Parent or of the corporation resulting from such consolidation or surviving such merger to which the Holder of the number of shares of Common Stock deliverable (immediately prior to the time of such reorganization, reclassification, consolidation or merger) upon conversion of such Note would have been entitled upon such reorganization, reclassification, consolidation or merger. The provisions of this clause shall similarly apply to successive reorganizations, reclassifications, consolidations or mergers. If the Parent shall propose to take any action of the types described in the paragraph above, the Parent shall give notice to the Holder which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon conversion of the Notes. In the case of any action which would require the fixing of a record date, such notice shall be given at least 20 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 30 days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action. In order to exercise the right of conversion pursuant to this Section, the Holder shall give five days written notice to the Parent that the Holder has elected to convert this Note. Following receipt of such conversion notice, the Holder shall surrender this Note to the Parent at its principal office. Upon receipt of the Note so surrendered by the Holder, the Parent shall issue and deliver to the Holder the certificate or certificates or other document evidencing the shares of Common Stock issuable on such conversion (and, in the event less than the entire principal amount of the Note is redeemed, a new Note in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued principal amount equal to the unredeemed portion and outstanding share capitalcontaining the substantially identified terms to this Note). The Convertible Amount Such conversion shall be deemed to be repaid have been effected at the time close of conversion. For as long as business on the Principal amount has not been repaid or converted in full, date of surrender of the Company shall deliver a thirty (30) days prior written notice Note to the Funder, or shorter notice if thirty Parent (30the "Conversion Date") days is not practically possible, and the Holder shall be deemed to have become a holder of any contemplated Trigger Event. The conversion right record of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership shares of Common Stock of the share capital Parent into which a principal amount of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)this Note was converted.

Conversion. If (a) The Holder may, at the Holder's option, at any timetime after the Anniversary Date, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time thereafter, prior to payment in full of this Note, convert the outstanding unpaid balance of this Note and any interest accrued pursuant to paragraph 2 above but unpaid (the “Articles”) existing immediately "CONVERSION AMOUNT"), in whole or in part (but only into full shares), into fully paid and non-assessable shares of the common stock, without par value of the Maker (the "COMMON SHARES"), at a rate equal to the amount of $16.00 per Common Share (the "CONVERSION RATE"). In order to exercise this conversion right, the Holder must send written notice of the conversion to the Maker at least 10 days prior to such the specified conversion date (a "CONVERSION NOTICE"). On the conversion date (or as soon thereafter as is reasonably practicable), the Maker shall issue to the Holder a share certificate for the Common Shares acquired upon conversion. The number Holder's right to elect to convert the Conversion Amount of such shares this Note into Common Shares shall not be affected by any Prepayment Notice given by the Maker pursuant to be issued upon such conversion shall be equal Section 3 above, so long as the Maker has received the Holder's Conversion Notice at least five (5) days prior to the quotient obtained by dividing date specified in the Convertible Amount by Maker's Prepayment Notice for the Maker's prepayment of this Note. (b) The Conversion Rate shall not be subject to adjustment for issuance of Common Shares or of rights, options, warrants, or other securities convertible into Common Shares, whether at a price per share that is more or less than or equal to the higher Conversion Rate or for any other event, except as specified in this Subsection 6U. The Conversion Rate shall be subject to adjustment if the Maker at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Common Shares into a greater number of shares, in which case the Conversion Rate in effect immediately prior to the subdivision will be proportionately reduced, and if the Maker at any time combines (iby reverse stock split or otherwise) one or more classes of its outstanding Common Shares into a smaller number of shares, in which case the Original Issue Price Conversion Rate in effect immediately prior to that combination will be proportionately increased. (c) Notwithstanding any other provisions of this Section 6 to the contrary, the conversion rights of the Preferred B Shares –Holder shall be subject to compliance with all applicable federal and state securities laws, and the Holder agrees to execute all required agreements and documents required by the Maker to establish compliance with such laws. (or d) The Maker shall at all times reserve and keep available and free of preemptive rights out of its authorized but unissued Common Shares, solely for the Conversion Price purpose of issuance upon conversion of the Preferred B SharesNote, if such Conversion Price is lower than that number of Common Shares as shall from time to time be sufficient to effect the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price conversion of the Company’s most senior class Note, and if at any time the number of Preferred authorized but unissued Common Shares at shall not be sufficient to effect the time conversion of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in fullNote, the Company Maker shall deliver take the corporate action necessary to increase the number of its authorized Common Shares to a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in number sufficient for this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)purpose.

Conversion. If at (a) (i) Each share of Series C Preferred Stock (in minimum amounts of $100,000 or such lesser amounts as any time, Funder’s ownership converting holder of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrumentSeries C Preferred Stock then holds) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) shall be convertible into shares of Common Stock (subject to reduction pursuant to Section 5(a)(iii) and Section 3.8 of the Company’s most senior class of Preferred Shares Purchase Agreement) at the Conversion Ratio (as such term is defined under in Section 7) at the Company’s then current articles option of associationthe holder in whole or in part at any time after the Original Issue Date. The holder shall effect conversions by surrendering the certificate or certificates representing the shares of Series C Preferred Stock to be converted to the Corporation, together with the form of conversion notice attached hereto as may be amended from time to time Exhibit 1 (the “Articles”) existing immediately "Holder Conversion Notice"). Each Holder Conversion Notice shall specify the number of shares of Series C Preferred Stock to be converted and the date on which such conversion is to be effected, which date may not be prior to the date the holder delivers such conversionHolder Conversion Notice by facsimile (the "Holder Conversion Date"). The number of such shares to be issued upon such conversion If no Holder Conversion Date is specified in a Holder Conversion Notice, the Holder Conversion Date shall be equal the date that the Holder Conversion Notice is deemed delivered pursuant to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of paragraph (i) the Original Issue Price of this Section 5. Subject to Sections 5(b) and 5(a)(iii) hereof and Section 4.10 of the Purchase Agreement, each Holder Conversion Notice, once given, shall be irrevocable. If the holder is converting less than all shares of Series C Preferred B Shares –Stock represented by the certificate or certificates tendered by the holder with the Holder Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Corporation shall promptly deliver to such holder (or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); manner and within the time set forth in paragraph (iib) of this Section 5) a price that reflects a discount certificate for such number of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For shares as long as the Principal amount has have not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articles)converted.

Conversion. If (i) At any time after the Original Issue Date, the outstanding Principal Amount and all accrued but unpaid interest thereon shall be convertible, at the option of the Holder, in whole or in part at any time and from time to time, Funder’s ownership into (i) shares of Common Stock and (ii) warrants to purchase up to Four Hundred Thirty Thousand Seven Hundred and Fifty (430,750) shares of Common Stock (the share capital "Target Warrant Shares"), in the latter case, on the terms and conditions set forth in the form of Common Stock Purchase Warrant attached hereto as Exhibit A (collectively, the Company on an issued "Warrants"); provided, that the Target Warrant Shares shall be (x) subject to adjustment prior to the "Conversion Date" (as defined herein) to reflect any and outstanding basis falls or all adjustments to the "Set Price" (as defined herein, and in accordance with Section 4(d) hereof) so that the number of Target Warrant Shares (subject to clauses (y) and (z) hereof) is reasonably expected equal to fall below 50.1%the product of (A) two, solely multiplied by (B) the number of "Underlying Shares" (as a result of defined herein), (y) subject to adjustment prior to the exercise of existing or future options (or an equivalent instrument) or Conversion Date in the same manner as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) the shares purchasable under the Company’s 2018 Share Option Plan or an equivalent plan adopted by Warrants are subject to adjustment from and after the Company’s board of directors Conversion Date, and (a “Trigger Event”)z) pro-rated, Funder mayfrom time to time, in its sole discretion, convert the event the Holder converts part but not all or any portion of the outstanding Principal Amount and accrued but unpaid interest thereon. (ii) The Holder shall effect conversions by delivering to the Company written notice (a "Notice of Conversion"), specifying therein the Principal Amount and accrued but unpaid interest thereon to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender the Note to the Company unless the entire Principal Amount of the Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding Principal Amount and accrued but unpaid interest thereon in an amount (equal t▇ ▇▇▇ amount so converted. The Holder and the Company shall maintain records showing the Principal Amount and accrued but unpaid interest thereon converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within one Business Day after receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. Each Holder, by acceptance of this Note, acknowledges and agrees that, by reason of the provisions of this paragraph, following conversion of a portion of Principal amount that is so convertedthis Note, the “Convertible Amount”) into shares unpaid and unconverted Principal Amount of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as this Note may be amended from time to time less than the Original Principal Amount stated on the face hereof. (b) At any time, the number ▇▇ ▇▇ares of Common Stock issuable upon conversion (the “Articles”"Underlying Shares") existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to determined by the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (ix) the Original Issue Price of outstanding Principal Amount and accrued but unpaid interest thereon to be converted by (y) the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue "Set Price) " (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the Articlesherein).

Conversion. If at any time, Funder’s ownership of Commencing on the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher earlier of (i) the Original Issue Price of date that is sixty (60) days from the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); Issuance Date and (ii) a price the date that reflects a discount of 20% (twenty percent) on the Original Issue Price of Registration Statement is declared effective, but in no event sooner than the Company’s most senior class of Preferred Shares at the time of conversion date that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a is thirty (30) days prior written from the Issuance Date, this Note shall be convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (x) that portion of the Outstanding Principal Amount that the Holder elects to convert (the “Conversion Amount”) by (y) the lower of (Y) the Conversion Price then in effect on the date (the “Conversion Date”) on which the Holder delivers a notice of conversion and (Z) the Repayment Share Price, in substantially the form attached hereto as Exhibit B (the “Conversion Notice”), in accordance with Section 5.1 to the FunderMaker; provided, or shorter notice that the Holder may not convert more than One Million Six Hundred Fifty Thousand Dollars ($1,650,000) in any calendar month without the Maker’s written consent. Within one (1) Business Day of receipt of a Conversion Notice, if thirty the Repayment Share Price for such conversion is below the Conversion Price, the Maker may elect in writing to the Holder, in lieu of issuing Conversion Shares, to pay up to fifty percent (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii50%) of the definition applicable Conversion Amount in cash in an amount equal to such Conversion Amount multiplied by 1.025, which payment shall be made within two (2) Business Days of a Deemed Liquidation (as such term is defined the date of the Conversion Notice; provided, that the Maker may elect to pay the full Conversion Amount in cash for any conversion made during April 2025. The Holder shall deliver this Note to the Maker at the address designated in the Articles).Purchase Agreement at such time that this Note is fully converted. With respect to partial conversions of this Note, the Maker shall keep written records of the amount of this Note converted as of the Conversion Date..

Conversion. If Subject to and upon compliance with the provisions of the Indenture, the registered holder of this Note has the right (upon delivery to the Company of the HSR Certificate (a form of which is attached to the Notes)) at any timetime on or before the close of business on the Stated Maturity date (or in case this Note or any portion hereof is subject to a duly completed election for repurchase, Funder’s ownership on or before the close of business on the share capital of Business Day immediately preceding the Designated Event Purchase Date (unless the Company on an issued and outstanding basis falls defaults in payment due upon repurchase or is reasonably expected such Holder elects to fall below 50.1%withdraw the submission of such election to repurchase)) to convert the principal amount hereof, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of common stock of the outstanding Principal Company ("Common Stock") obtained by dividing the principal amount of the Note or portion thereof to be converted by the conversion price of $1.80 per share (the "Conversion Price") (which is equivalent to a conversion rate of 555.5556 shares per $1,000 of notes (the "Conversion Rate"), as adjusted from time to time as provided in the Indenture), upon surrender of this Note to the Company at the office or agency maintained for such portion purpose (and at such other offices or agencies designated for such purpose by the Company), accompanied by written notice of Principal conversion duly executed (and if the shares of Common Stock to be issued on conversion are to be issued in any name other than that of the registered holder of this Note by instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or its duly authorized attorney) and, in case such surrender shall be made during the period from the close of business on the Regular Record Date immediately preceding any Interest Payment Date through the close of business on the last Trading Day immediately preceding such Interest Payment Date (unless a Designated Event Purchase Date or an Automatic Conversion Date has been specified by the Company during such period), also accompanied by payment, in funds acceptable to the Company, of an amount that equal to the interest otherwise payable on such Interest Payment Date on the principal amount of this Note then being converted. Subject to the aforesaid requirement for a payment in the event of conversion after the close of business on a Regular Record Date immediately preceding an Interest Payment Date, no adjustment shall be made on conversion for interest accrued hereon or for dividends on Common Stock delivered on conversion. The right to convert this Note is so convertedsubject to the provisions of the Indenture relating to conversion rights in the case of certain consolidations, mergers, share exchanges or sales or transfers of substantially all the “Convertible Amount”Company's assets. The Notes shall automatically convert (the "Automatic Conversion") on the Automatic Conversion Date (as defined below) into shares of Common Stock at the Company’s most senior class then applicable Conversion Rate (plus accrued and unpaid interest on the Notes to, but excluding, the Automatic Conversion Date), if at any time following the date of Preferred Shares original issuance of the Notes and on or prior to the State Maturity the Closing Sale Price (as such term is defined under in the Company’s then current articles of association, as may be amended from time to time (the “Articles”Indenture) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or Common Stock exceeds 222.2% of the Conversion Price then in effect for at least twenty (20) Trading Days within a period of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to consecutive Trading Days (an "Automatic Conversion Event"). Following the Funderoccurrence of an Automatic Conversion Event, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right at the request and expense of the Funder described in this Section ‎2Company, the Trustee shall not apply in case mail or cause to be mailed to each Holder notice (the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii"Automatic Conversion Notice") of the definition Automatic Conversion Event, which notice shall specify the date designated by the Company for the Automatic Conversion to become effective (such effective date, the "Automatic Conversion Date"). The Automatic Conversion Date shall be no less than three (3) Business Days after the date of a Deemed Liquidation (the Automatic Conversion Notice. The Conversion Rate on any Notes converted in connection with certain specified Changes in Control as such term is defined designated in the Articles)Indenture may be increased by an amount, if any, determined in accordance with Article Fifteen of the Indenture. The Company shall, in respect of fractional shares representing fractions of shares of Common Stock upon any such conversion, make an adjustment in cash based upon the current market price of the Common Stock on the last Trading Day prior to the date of conversion or round such fraction up to the nearest whole number of shares. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Level 3 Communications, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Vice President, Investor Relations, or by telephone at (▇▇▇) ▇▇▇-▇▇▇▇. The Indenture and this Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof.

Conversion. If 5.1 At any time after the Issue Date until the Maturity Date, and provided that this Debenture is then outstanding, the Principal Amount then outstanding and any accrued interest thereon may be converted into Conversion Shares at the option of the Holder, in whole or in part, at any time and from time to time, Funder’s ownership . The Holder shall convert a minimum $100,000 of the share capital Principal Amount for any conversion, unless there is less than $100,000 of the Principal Amount outstanding. 5.2 The Holder shall effect conversions by delivering to the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely the form of Notice of Conversion attached hereto as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors Annex A (a “Trigger EventNotice of Conversion”), Funder mayspecifying the amount of the Principal Amount to be converted and the date on which such conversion is to be effected (a “Conversion Date”), which shall not be less than ten (10) days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in its sole discretiona Notice of Conversion, convert all or any portion the Conversion Date shall be the date that is ten (10) days following the date of delivery of the Notice of Conversion. To effect conversions hereunder, the Holder shall not be required to physically surrender the Debenture to the Company unless the entire Principal Amount has been converted. 5.3 Conversions hereunder shall have the effect of lowering the outstanding Principal Amount in an amount equal to the applicable amount of the Principal Amount being converted. The Holder and the Company shall maintain records showing the Principal Amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within five (5) business days of receipt of such notice. The Holder, by acceptance of this Debenture, acknowledges and agrees that following conversion of a portion of Principal amount that is so convertedthis Debenture, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as unpaid and unconverted Principal Amount may be amended from time to time (less than the “Articles”) existing immediately prior to such conversion. amount stated on the face hereof. 5.4 The number of such shares to be issued Conversion Shares issuable upon such a conversion shall be equal to determined by the quotient obtained by dividing the Convertible Amount (x) by a price per share (y) where (x) is equal to the higher amount of the Principal Amount to be converted plus any accrued but unpaid interest on such Principal Amount to be converted and (y) is the Conversion Price. 5.5 Not later than ten (10) Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares which shall bear such restrictive legends and trading restrictions as are required by applicable laws, representing the number of Conversion Shares being acquired. 5.6 If the Company shall at any time or from time to time while any Principal Amount is still outstanding, effect a subdivision or reverse stock split of the outstanding Common Stock, the Conversion Price in effect immediately before a subdivision shall be proportionately decreased, and, conversely, the Conversion Price in effect immediately before a reverse stock split shall be proportionately increased. Any adjustment under this subsection 5.6 shall become effective at the close of business on the date the subdivision or reverse stock split becomes effective. 5.7 If the Company at any time or from time to time while any Principal Amount is still outstanding, issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, the Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Conversion Price by a fraction (i) the Original Issue Price numerator of which is the Preferred B Shares –(total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the Conversion Price close of the Preferred B Sharesbusiness on such record date, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that reflects a discount of 20% (twenty percent) if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the Original Issue date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this subsection 5.7 to reflect the actual payment of such dividend or distribution. 5.8 If the Company at any time or from time to time while any Principal Amount is still outstanding, issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company other than shares of Common Stock or in other property, in each such event provision shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of Conversion Shares receivable hereupon, the amount of securities of the Company or other property which the Holder would have received had this Debenture been converted into Common Stock on the date of such event and had it thereafter, during the period from the date of such event to and including the conversion date, retained such securities or other property receivable by it as aforesaid during such period, subject to all other adjustments called for during such period under this subsection 5.8 with respect to the rights of the Holder or with respect to such other securities or other property by their terms. As used herein, the term “other property” does not include cash. 5.9 If at any time or from time to time while any Principal Amount is still outstanding, the Conversion Shares issuable upon the conversion of this Debenture are changed into the same or a different number of shares of any class or series of stock, whether by recapitalization, reclassification or otherwise (other than a subdivision or reverse stock split or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 5), then in any such event the Holder shall have the right thereafter to convert this Debenture into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which this Debenture could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. 5.10 The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of the Debenture, free from pre-emptive rights or any other actual contingent purchase rights of Persons other than the Holder, not less than such number of Conversion Shares as shall (subject to any additional requirements of the Company as to reservation of such shares set forth in the Subscription Agreement) be issuable upon the conversion of the Principal Amount and accrued interest thereon. The Company covenants that all Conversion Shares that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and non-assessable. 5.11 Upon a conversion hereunder, the Company shall not be required to issue stock certificates representing fractions of Conversion Shares, and the Holder shall be entitled to receive, in lieu of the final fraction of a Conversion Share, cash equal to the value of such fraction of a Conversion Share. 5.12 If at any time while this Debenture is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another entity, (ii) the Company effects any sale of all or substantially all of its assets in one or more transactions, (iii) any tender offer or exchange offer (whether by the Company or another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than a subdivision or reverse stock split or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 5) (in any such case, a “Fundamental Change”), then upon any subsequent conversion of this Debenture, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion absent such Fundamental Change, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Change if it had been, immediately prior to such Fundamental Change, the holder of one share of Common Stock (the “Alternate Consideration”). If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Change, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Debenture following such Fundamental Change. In the event of a Fundamental Change, the Company or the successor or purchasing entity, as the case may be, shall execute with the Holder a written agreement providing that: (a) this Debenture shall thereafter entitle the Holder to purchase the Alternate Consideration; (b) in the case of any such successor or purchasing entity, upon such consolidation, merger, statutory exchange, combination, sale or conveyance such successor or purchasing entity shall be jointly and severally liable with the Company for the performance of all of the Company’s most senior class obligations under this Debenture and the Subscription Agreement entered into in connection with the issuance of Preferred Shares at this Debenture; and (c) if registration or qualification is required under the time Exchange Act or other applicable securities laws for the public resale by the Holder of shares of stock and other securities so issuable upon conversion that are issued in a bona fide financingof this Debenture, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount registration or qualification shall be deemed completed prior to be repaid at such reclassification, change, consolidation, merger, statutory exchange, combination or sale. 5.13 If, in the time case of conversion. For as long any Fundamental Change, the Alternate Consideration includes shares of stock, other securities, other property or assets of an entity other than the Company or any such successor or purchasing entity, as the Principal amount has not been repaid or converted case may be, in fullsuch Fundamental Change, then such written agreement shall also be executed by such other entity and shall contain such additional provisions to protect the interests of the Holder as the board of directors of the Company shall deliver a thirty (30) days prior written notice reasonably consider necessary by reason of the foregoing. At the Holder’s request, any successor to the Funder, Company or shorter notice if thirty (30) days is not practically possible, surviving entity in such Fundamental Change shall issue to the Holder a new Debenture consistent with the foregoing provisions and evidencing the Holder’s right to convert such Debenture into Alternate Consideration. The terms of any contemplated Trigger Eventagreement pursuant to which a Fundamental Change is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this section and insuring that this Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Change. 5.14 In each case of an adjustment or readjustment of the Conversion Price for the number of Conversion Shares issuable upon conversion of this Debenture, the Company, at its own expense, shall cause its Secretary or Treasurer to compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to the Holder at the Holder’s address as shown in the Company’s books. The conversion right of certificate shall set forth such adjustment or readjustment, showing in detail the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options facts upon which such adjustment or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term readjustment is defined based. No adjustment in the Articles).Conversion Price shall be required to be made unless it would result in an increase or decrease of at least one cent, but any adjustments not made because of this sentence shall be carried forward and taken into account in any subsequent adjustment otherwise required hereunder