Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon shall be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round Financing. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. Provided an Event of Default has not occurred, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder (a"Notice of Mandatory Conversion") This Senior Convertible Note plus interest accrued of compelling the Holder to convert all or a portion of the outstanding and unpaid thereon principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be automatically converted simultaneously more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Next Round Financing (Notice of Mandatory Conversion is given is the "Triggering Event') into that number Mandatory Conversion Date." The Notice of fully paid and non-assessable Next Round Securities which is equal to Mandatory Conversion shall specify the quotient obtained by dividing the then outstanding aggregate principal amount of this Senior Convertible the Note plus interest accrued and unpaid thereon which is subject to the date of conversion by the price per Next Round Security paid Mandatory Conversion, which amount may not exceed in the Next Round Financing. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of aggregate, for all Holders who received Notes similar in term and tenure as this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitationNote, the right dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to receive the principal all Holders of Notes who received Notes similar in term and tenure as this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be so a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable or deliverable shall, when issued or delivered, be duly pursuant to a Mandatory Conversion Notice in the same manner and validly issued and fully paid and non-assessabletime period as described in Section 2.2 above.

Mandatory Conversion. If the following conditions are met, then the Company may, on not less than fifteen (a15) This Senior Convertible Note plus interest accrued days prior written notice (“Mandatory Conversion Notice”) to Lender (“Mandatory Conversion Notice Date”), demand that all, but not less than all, of the outstanding Loan Indebtedness be converted into Common Stock on the terms set forth herein (a “Mandatory Conversion”): (1) The Company’s Common Stock, trading on any Trading Market, has a Current Market Value equal to $3.50 (as adjusted in accordance with the terms hereof) or more for ten (10) consecutive Trading Days (the “Mandatory Conversion Measurement Period”). (2) All of the shares of Common Stock into which the Loan Indebtedness is convertible are then freely tradable under an effective registration statement filed with the Securities and unpaid thereon Exchange Commission or pursuant to Rule 144 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, and Lender shall have received an opinion of counsel to the Company as may be necessary or requested by Lender to allow such resales, provided the Company and its counsel receive reasonably requested representations from Lender and its broker, if any. (3) Each of the representations and warranties made by or on behalf of the Company to Lender in this Agreement and in other Loan Documents shall be automatically converted simultaneously true and correct in all material respects as of the Mandatory Conversion Notice Date (provided that any such representation or warranty that is qualified as to materiality shall be true and correct in all respects), and Lender shall have received a certification from a Responsible Officer with the Next Round Financing (the "Triggering Event') into that number of fully paid and non-assessable Next Round Securities which is equal respect to the quotient obtained by dividing foregoing in form and substance satisfactory to Lender. (4) The Company shall have duly and properly performed, complied with and observed each of its covenants, agreements and obligations contained in this Agreement and the then outstanding principal amount other Loan Documents as of this Senior Convertible Note plus interest accrued the Mandatory Conversion Notice Date, and unpaid thereon Lender shall have received a certification from a Responsible Officer with respect to the foregoing in form and substance satisfactory to Lender. (5) No event shall have occurred on or prior to the Mandatory Conversion Notice Date or at any time thereafter and be continuing as of the date of conversion the Mandatory Conversion, and no condition shall exist on the Mandatory Conversion Notice Date or at any time thereafter and be continuing as of the date of the Mandatory Conversion, which constitutes an Event of Default or which would, with notice or the lapse of time, or both, constitute an Event of Default under this Agreement or any of the other Loan Documents, and Lender shall have received a certification from a Responsible Officer with respect to the foregoing in form and substance satisfactory to Lender. The Mandatory Conversion Notice shall be accompanied by a certificate of the Company setting forth, in reasonable detail, the calculation of the Current Fair Market Value of the Common Stock and the number of Shares issuable upon the Mandatory Conversion. Such certificate shall be signed by the price per Next Round Security paid in the Next Round Financing. (b) Promptly after the Triggering Event the Company Company’s chief financial officer and shall deliver or cause to be delivered to Lender or such other person as Lender or any successor notice recipient may designate. Notwithstanding the holder of this Senior Convertible Note foregoing, the Company may not effect a certificate or certificates representing Mandatory Conversion in the event that the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may Common Stock issuable upon such Mandatory Conversion would exceed the number of shares of Common Stock that could be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion sold over a period of twenty (20) Trading Days based on twenty five percent (25%) of the Next Round Financing, so that the rights average daily trading volume of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, Common Stock on the right to receive Trading Market during the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timeMandatory Conversion Measurement Period. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon The Corporation shall be automatically converted simultaneously with cause the Next Round Financing conversion ("Mandatory Conversion") of all of the "Triggering Event') shares of Preferred Stock into that number of fully paid and non-assessable Next Round nonassessable shares of Common Stock, at the conversion rate then in effect, upon the occurrence of the Corporation's underwritten public offering of its Common Stock pursuant to a registration statement (other than a registration statement relating to an offer and sale of securities to employees of, or other persons providing services to, the Corporation pursuant to an employee or similar benefit plan, registered on Form S-8 or a comparable or successor form) filed under the Securities Act of 1933, as amended, which yields to the Corporation not less than $15,000,000 (before deducting any underwriters' or brokers' discounts, fees or commissions) and under which the offering price to the public is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price at least $1.50 per Next Round Security paid in the Next Round Financingshare (adjusted for any stock splits, stock dividends, recapitalizations, mergers, consolidations or similar events occurring after September 19, 1995) (a "Qualifying Public Offering"). (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into The date ("Mandatory Conversion Date") on which this Senior Convertible Note may be converted. Such conversion such Mandatory Conversion shall be deemed to have been made simultaneously with occur is the conclusion of the Next Round Financing, so that the rights of the holder as date on which a holder of this Senior Convertible Note shall cease with respect closing occurs pursuant to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timea Qualifying Public Offering. (c) On the Mandatory Conversion Date, all rights of the holders of shares of the Preferred Stock as such holders shall cease except their right to receive payment of any dividends declared and unpaid to such date; such shares shall no longer be deemed to be outstanding; and the holders thereof shall on and after such date be conclusively deemed for all purposes to be holders of the shares of Common Stock into which their shares of Preferred Stock were converted. (d) The Company covenants Corporation shall promptly give all holders of record of shares of Preferred Stock written notice of the date that it a Qualifying Public Offering will at all times reserve and keep available out occur or is anticipated to occur. Such notice shall also specify the place designated for exchanging the shares of its authorized Next Round Securities (Preferred Stock for shares of Common Stock. Such notice shall be sent by first class mail, postage prepaid, to each holder of record of shares of Preferred Stock at such time holder's address as shown in the records of the Corporation. Each holder of shares of Preferred Stock shall surrender its certificate or certificates for all such Securities are authorizedshares to the Corporation or the transfer agent at the place designated in such notice and shall, upon surrender, receive certificates for the number of shares of Common Stock to which such holder is entitled. (e) solely for For the purpose of issue or delivery upon calculating the conversion ratio of Preferred Stock into Common Stock in the event of a Mandatory Conversion, such calculation shall be made in accordance with Section B(5) of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessableArticle.

Mandatory Conversion. (ai) This Senior Convertible Note At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, unless previously converted at the option of the Holder in accordance with the provisions hereof, each outstanding Security or portion thereof that is an integral multiple of $1,000 principal amount shall, without notice to holders thereof, convert automatically (the “Mandatory Conversion”) into a number of Conversion Shares equal to (A)(x) the principal amount of the Securities so converted plus interest accrued and unpaid interest thereon through the Conversion Date multiplied by (y) the Mandatory Conversion Factor, divided by (B) the Conversion Price then in effect. (ii) Promptly following a Mandatory Conversion Event, written notice (the “Mandatory Conversion Notice”) shall be automatically converted simultaneously with given by first class mail, postage prepaid, to each Holder who is a Holder on the Next Round Financing date such notice is given at such Holder’s address as it appears on the list of Holders of Securities, provided that no failure to give such notice or any deficiency therein shall affect the validity of the procedures for the Mandatory Conversion as to the Holder or Holders to whom the Company has failed to give said notice or to whom such notice was effected. Each Holder shall surrender all Securities held by such Holder to the Company, duly endorsed (or otherwise in proper form for transfer, as determined by the "Triggering Event'Company) into and the Company shall issue to such Holder that number of fully paid and Conversion Shares to which such Holder is entitled, as calculated in accordance with this paragraph; provided, however, that if a Holder shall notify the Company within five (5) Business Days of receipt of the Mandatory Conversion Notice that it wishes to receive non-assessable Next Round Securities voting Common Stock in accordance with this paragraph, the Company shall issue such Holder that number of shares of non-voting Common Stock to which such Holder is equal entitled as calculated in accordance with this paragraph. (iii) The Company shall cause, prior to, or as promptly as practicable following the occurrence of a Mandatory Conversion Event, the Conversion Shares issuable upon a Mandatory Conversion Event (or in the case of a Holder’s election to convert into non-voting Common Stock, upon conversion of such non-voting Common Stock) to be approved for listing on the quotient obtained by dividing principal securities exchange on which the then outstanding principal amount Class A Common Stock and Class D Common Stock may at the time be listed for trading, subject to official notification of this Senior Convertible Note plus interest accrued and unpaid thereon issuance, prior to the date of issuance thereof. Notwithstanding anything in this Indenture to the contrary, the Mandatory Conversion shall not become effective until such time as the conditions for listing the Class A Common Stock and Class D Common Stock issuable upon conversion by of the price per Next Round Security paid in Securities on the Next Round Financingprincipal securities exchange on which the Class A Common Stock and Class D Common Stock may be listed for trading, if any and if applicable, have been satisfied. (biv) Promptly after the Triggering Event the Company shall deliver or cause to be delivered Notwithstanding anything to the holder of contrary contained in this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion Section 4.01(b), there shall be deemed no adjustment to have been made simultaneously the Conversion Price in connection with any issuance of additional Securities pursuant to the conclusion of transactions contemplated by the Next Round Financing, so that Master Transaction Agreement (the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities“Transactions”), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a) This Senior At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event that occurs after the Redemption Date to the extent any share of Series E-1 Convertible Note plus interest accrued and unpaid thereon shall be automatically Preferred remains outstanding after the Redemption Date, unless previously converted simultaneously at the option of Holders in accordance with the Next Round Financing provisions hereof, each outstanding share of Series E-1 Convertible Preferred shall, without notice to Holders, convert automatically (the "Triggering Event'“Mandatory Conversion”) into that (A) a number of fully paid and non-assessable Next Round Securities which is Conversion Shares equal to the quotient obtained Issue Price of the shares of Series E-1 Convertible Preferred so converted, divided by dividing the (B) Conversion Price then outstanding principal amount in effect. No fractional shares or securities representing fractional shares will be issued upon conversion; in lieu of this Senior Convertible Note plus interest accrued and unpaid thereon to fractional shares the Corporation will pay a cash adjustment based upon the Common Stock Value as of the close of business on the first Business Day preceding the date of conversion the occurrence of such Mandatory Conversion Event. Promptly following a Mandatory Conversion Event, written notice (the “Mandatory Conversion Notice”) shall be given by first class mail, postage prepaid, to each Holder who is a Holder on the price per Next Round Security paid in date such notice is given at such Holder’s address as it appears on the Next Round Financing. (b) Promptly after stock books of the Triggering Event Corporation, provided that no failure to give such notice or any deficiency therein shall affect the Company shall deliver or cause to be delivered validity of the procedures for the Mandatory Conversion as to the holder of this Senior Convertible Note a Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Each Holder shall surrender the certificate or certificates representing all shares of Series E-1 Convertible Preferred held by such Holder to the Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the Corporation) and the Corporation shall issue to such Holder that number of fully paid and non-assessable shares of Next Round Securities into Class A Common Stock to which such Holder is entitled, as calculated in accordance with this Senior Convertible Note may be converted. Such conversion paragraph; provided, however, that if a Holder shall be deemed to have been made simultaneously with notify the conclusion Corporation within five (5) Business Days of receipt of the Next Round Financing, so Mandatory Conversion Notice that the rights of the holder as a holder of it wishes to receive Class C Common Stock in accordance with this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitationparagraph, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest Corporation shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of issue such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such Holder an equal number of Next Round Securities shares of Class C Common Stock to which such Holder is entitled as shall then be issuable or deliverable upon the conversion of calculated in accordance with this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessableparagraph.

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon Each share of Series A Preferred Stock shall automatically be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number shares of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing Common Stock at the then outstanding principal amount effective Conversion Price for such shares upon the vote to so convert of this Senior Convertible Note plus interest accrued and unpaid thereon to the date holders of conversion by at least a majority of the price per Next Round Security paid in the Next Round Financingshares of Series A Preferred Stock then outstanding. (b) Promptly after All holders of record of shares of Series A Preferred Stock will be given at least 10 days' prior written notice of the Triggering Event date fixed and the Company place designated for mandatory conversion of all of such shares of Series A Preferred Stock pursuant to this Section 7. Such notice will be sent by mail, first class, postage prepaid, to each record holder of shares of Series A Preferred Stock at such holder's address appearing on the stock register. On or before the date fixed for conversion each holder of shares of Series A Preferred Stock shall deliver surrender his or cause to be delivered its certificates or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 7. On the date fixed for conversion, all rights with respect to the Series A Preferred Stock so converted will terminate, except only the right of this Senior Convertible Note a the holders thereof, upon surrender of their certificate or certificates representing therefore, to receive certificates for the number of fully paid and non-assessable shares of Next Round Securities Common Stock into which this Senior Convertible Note may be such Series A Preferred Stock has been converted. Such If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his attorneys duly authorized in writing. All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates are so required to be surrendered, be deemed to have been made simultaneously with retired and cancelled and the conclusion shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the Next Round Financing, so that the rights failure of the holder or holders thereof to surrender such certificates on or prior to such date. As soon as a holder practicable after the date of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitationmandatory conversion and the surrender of the certificate or certificates for Series A Preferred Stock as aforesaid, the right Corporation shall cause to receive be issued and delivered to such holder, or on his or its written order, a certificate or certificates for the principal number of this Senior Convertible Note other than in the form full shares of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and Common Stock issuable on such conversion shall be at in accordance with the conversion rate provisions hereof and cash as provided in effect at paragraph (b) of Section 5 in respect of any fraction of a share of Common Stock otherwise issuable upon such timeconversion. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. At any time after the Original Issue Date, if the ADSs or Ordinary Shares shall be approved for listing on the Nasdaq Stock Market, the Company shall deliver notice (athe “Listing Notice” and the date of such notice, the “Listing Notice Date”) This Senior Convertible Note plus interest accrued to the Holder of such listing of the ADSs or Ordinary Shares on the Nasdaq Stock Market and unpaid thereon shall provide reasonable detail thereof including the date on which such listing for trading of ADSs or Ordinary Shares shall commence on the Nasdaq Stock Market (the “Listing Date”), which Listing Notice shall be delivered at least five (5) Trading Days prior to the Listing Date. On the Listing Date, this Debenture shall be automatically converted simultaneously with the Next Round Financing (the "Triggering Event'“Mandatory Conversion”) into that Conversion ADS at the then effective Conversion Price on the Listing Date without regard to the Beneficial Ownership Limitation herein (and the Holder authorizes the Company to act as necessary on its behalf in order to implement this Mandatory Conversion); provided, however, that, if the Holder delivers to the Company prior to the Listing Date such Holder’s election (the “Alternative Mandatory Conversion Election”) for conversion of this Debenture in whole or in part into Prefunded Warrants, the Mandatory Conversion hereunder shall be a conversion of this Debenture into Prefunded Warrants to purchase a number of fully paid and non-assessable Next Round Securities which is ADSs equal to the quotient obtained by dividing number of Conversion ADSs otherwise issuable upon the then outstanding principal amount Mandatory Conversion of this Senior Convertible Note plus interest accrued Debenture (such conversion of this Debenture into Prefunded Warrants, the “Alternative Mandatory Conversion”). For purposes of clarity, the Holder has the right to specify in Alternative Mandatory Conversion Election which number of Conversion ADSs hereunder shall be converted into ADSs and unpaid thereon Prefunded Warrants, respectively. The Mandatory Conversion hereunder shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on the Listing Notice Date and through and including the Listing Date and the actual delivery of all of the Conversion ADSs to the date Holder. For purposes of conversion by the price per Next Round Security paid in the Next Round Financing. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note clarification, a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion Mandatory Conversion shall be deemed subject to have been made simultaneously with the conclusion all of the Next Round Financingprovisions of Section 4, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal provision requiring payment of this Senior Convertible Note other than in the form of Next Round Securities)liquidated damages, interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note Listing Date shall be treated the Conversion Date for all purposes as having become of Section 4. In connection with an Alternative Mandatory Conversion to Prefunded Warrants, the record holders Company shall deliver such Prefunded Warrants to the Holder within the earlier of such Next Round Securities at such time, (i) three (3) Trading Days and such conversion shall be at (ii) the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon Trading Days comprising the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessableStandard Settlement Period after the Listing Date.

Mandatory Conversion. At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event that occurs after the Redemption Date to the extent any share of Series B Convertible Preferred remains outstanding after the Redemption Date, unless previously converted at the option of Holders in accordance with the provisions hereof, each outstanding share of Series B Convertible Preferred shall, without notice to Holders, convert automatically (athe “Mandatory Conversion”) This Senior into (A) a number of shares of Class D Common Stock equal to the Issue Price of the shares of Series B Convertible Note Preferred so converted plus interest accrued and unpaid thereon shall dividends thereon, divided by the (B) Conversion Price then in effect. No fractional shares or securities representing fractional shares will be automatically converted simultaneously with issued upon conversion; in lieu of fractional shares the Next Round Financing (Corporation will pay a cash adjustment based upon the "Triggering Event') into that number Common Stock Value as of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing close of business on the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to first Business Day preceding the date of conversion the occurrence of such Mandatory Conversion Event. Promptly following a Mandatory Conversion Event, written notice (the “Mandatory Conversion Notice”) shall be given by first class mail, postage prepaid, to each Holder who is a Holder on the price per Next Round Security paid in date such notice is given at such Holder’s address as it appears on the Next Round Financing. (b) Promptly after stock books of the Triggering Event Corporation, provided that no failure to give such notice or any deficiency therein shall affect the Company shall deliver or cause to be delivered validity of the procedures for the Mandatory Conversion as to the holder of this Senior Convertible Note a Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Each Holder shall surrender the certificate or certificates representing all shares of Series B Convertible Preferred held by such Holder to the Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the Corporation) and the Corporation shall issue to such Holder that number of fully paid and non-assessable shares of Next Round Securities into Class D Common Stock to which such Holder is entitled, as calculated in accordance with this Senior Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timeparagraph. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a) This Senior At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event that occurs after the Redemption Date to the extent any share of Series E-2 Convertible Note plus interest accrued and unpaid thereon shall be automatically Preferred remains outstanding after the Redemption Date, unless previously converted simultaneously at the option of Holders in accordance with the Next Round Financing provisions hereof, each outstanding share of Series E-2 Convertible Preferred shall, without notice to Holders, convert automatically (the "Triggering Event'“Mandatory Conversion”) into that (A) a number of fully paid and non-assessable Next Round Securities which is Conversion Shares equal to the quotient obtained Issue Price of the shares of Series E-2 Convertible Preferred so converted, divided by dividing the (B) Conversion Price then outstanding principal amount in effect. No fractional shares or securities representing fractional shares will be issued upon conversion; in lieu of this Senior Convertible Note plus interest accrued and unpaid thereon to fractional shares the Corporation will pay a cash adjustment based upon the Common Stock Value as of the close of business on the first Business Day preceding the date of conversion the occurrence of such Mandatory Conversion Event. Promptly following a Mandatory Conversion Event, written notice (the “Mandatory Conversion Notice”) shall be given by first class mail, postage prepaid, to each Holder who is a Holder on the price per Next Round Security paid in date such notice is given at such Holder’s address as it appears on the Next Round Financing. (b) Promptly after stock books of the Triggering Event Corporation, provided that no failure to give such notice or any deficiency therein shall affect the Company shall deliver or cause to be delivered validity of the procedures for the Mandatory Conversion as to the holder of this Senior Convertible Note a Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Each Holder shall surrender the certificate or certificates representing all shares of Series E-2 Convertible Preferred held by such Holder to the Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the Corporation) and the Corporation shall issue to such Holder that number of fully paid and non-assessable shares of Next Round Securities into Class A Common Stock to which such Holder is entitled, as calculated in accordance with this Senior Convertible Note may be converted. Such conversion paragraph; provided, however, that if a Holder shall be deemed to have been made simultaneously with notify the conclusion Corporation within five (5) Business Days of receipt of the Next Round Financing, so Mandatory Conversion Notice that the rights of the holder as a holder of it wishes to receive Class C Common Stock in accordance with this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitationparagraph, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest Corporation shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of issue such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such Holder an equal number of Next Round Securities shares of Class C Common Stock to which such Holder is entitled as shall then be issuable or deliverable upon the conversion of calculated in accordance with this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessableparagraph.

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon shall be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number of fully paid and non-assessable Next Round Securities which is equal Notwithstanding anything to the quotient obtained by dividing contrary, express or implied, contained in this Note, at such time as iPower shall complete its initial public offer (“IPO”), and assuming that it raised a minimum of $15,000,000 in gross proceeds and has had its Class A Common Stock listed for trading on the then outstanding principal amount Nasdaq Capital Market within six months of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round Financing. Issuance Date (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion “Qualified IPO”), a “Mandatory Conversion Event” shall be deemed to have been made simultaneously occurred. Upon the occurrence of such Mandatory Conversion Event, the entire Outstanding Principal Amount of this Note (the “Mandatory Conversion Amount”) shall automatically, and without any further action on the part of the Holder, convert into that number of shares of fully paid and nonassessable shares of Class A Common Stock as shall be equal to the quotient of dividing the Mandatory Conversion Amount by the Conversion Price set forth in Section 3(a)(i) below (the “Mandatory Conversion Shares”). iPower shall not issue any fraction of a share of Class A Common Stock upon any mandatory conversion under this Section 3(a). If the issuance would result in the issuance of a fraction of a share of Class A Common Stock, iPower shall round such fraction of a share of Class A Common Stock up to the nearest whole share. iPower shall pay any and all transfer agent fees, legal fees, costs and any other fees or costs that may be incurred or charged in connection with the conclusion issuance of shares of the Next Round FinancingClass A Common Stock to the Holder pursuant to this Section 3(a). Within five (5) Trading Days after iPower gives the Holder notice by facsimile or email transmission that a Mandatory Conversion Event has occurred, so iPower will provide VStock Transfer Company, iPower’s transfer agent, with documentation that the rights Mandatory Conversion Shares are eligible for such electronic issuance. In the event that iPower shall fail to issue and deliver to Holder via “DWAC/FAST” electronic transfer the number of Mandatory Conversion Shares to which the Holder is entitled upon the occurrence of a Mandatory Conversion Event, the Outstanding Principal Amount of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at increase by $500 per day until such time as such Securities are authorized) solely iPower issues and delivers a certificate to the Holder or credit the Holder's balance account with DTC for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable Mandatory Conversion Shares to which the Holder is entitled upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessablesuch Mandatory Conversion Event.

Mandatory Conversion. At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event that occurs after the Redemption Date to the extent any share of Series D Convertible Preferred remains outstanding after the Redemption Date, unless previously converted at the option of Holders in accordance with the provisions hereof, each outstanding share of Series D Convertible Preferred shall, without notice to Holders, convert automatically (athe “Mandatory Conversion”) This Senior into (A) a number of Conversion Shares equal to the Issue Price of the shares of Series D Convertible Note Preferred so converted plus interest accrued and unpaid thereon shall dividends thereon, divided by the (B) Conversion Price then in effect. No fractional shares or securities representing fractional shares will be automatically converted simultaneously with issued upon conversion; in lieu of fractional shares the Next Round Financing (Corporation will pay a cash adjustment based upon the "Triggering Event') into that number Common Stock Value as of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing close of business on the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to first Business Day preceding the date of conversion the occurrence of such Mandatory Conversion Event. Promptly following a Mandatory Conversion Event, written notice (the “Mandatory Conversion Notice”) shall be given by first class mail, postage prepaid, to each Holder who is a Holder on the price per Next Round Security paid in date such notice is given at such Holder’s address as it appears on the Next Round Financing. (b) Promptly after stock books of the Triggering Event Corporation, provided that no failure to give such notice or any deficiency therein shall affect the Company shall deliver or cause to be delivered validity of the procedures for the Mandatory Conversion as to the holder of this Senior Convertible Note a Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Each Holder shall surrender the certificate or certificates representing all shares of Series D Convertible Preferred held by such Holder to the Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the Corporation) and the Corporation shall issue to such Holder that number of fully paid and non-assessable shares of Next Round Securities into Class A Common Stock to which such Holder is entitled, as calculated in accordance with this Senior Convertible Note may be converted. Such conversion paragraph; provided, however, that if a Holder shall be deemed to have been made simultaneously with notify the conclusion Corporation within five (5) Business Days of receipt of the Next Round Financing, so Mandatory Conversion Notice that the rights of the holder as a holder of it wishes to receive Class C Common Stock in accordance with this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitationparagraph, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest Corporation shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of issue such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such Holder an equal number of Next Round Securities shares of Class C Common Stock to which such Holder is entitled as shall then be issuable or deliverable upon the conversion of calculated in accordance with this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessableparagraph.

Mandatory Conversion. At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event that occurs after the Redemption Date to the extent any share of Series A-1 Convertible Preferred remains outstanding after the Redemption Date, unless previously converted at the option of Holders in accordance with the provisions hereof, each outstanding share of Series A-1 Convertible Preferred shall, without notice to Holders, convert automatically (athe “Mandatory Conversion”) This Senior into (A) a number of shares of Class D Common Stock equal to the Issue Price of the shares of Series A-1 Convertible Note Preferred so converted plus interest accrued and unpaid thereon shall dividends thereon, divided by the (B) Conversion Price then in effect. No fractional shares or securities representing fractional shares will be automatically converted simultaneously with issued upon conversion; in lieu of fractional shares the Next Round Financing (Corporation will pay a cash adjustment based upon the "Triggering Event') into that number Common Stock Value as of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing close of business on the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to first Business Day preceding the date of conversion the occurrence of such Mandatory Conversion Event. Promptly following a Mandatory Conversion Event, written notice (the “Mandatory Conversion Notice”) shall be given by first class mail, postage prepaid, to each Holder who is a Holder on the price per Next Round Security paid in date such notice is given at such Holder’s address as it appears on the Next Round Financing. (b) Promptly after stock books of the Triggering Event Corporation, provided that no failure to give such notice or any deficiency therein shall affect the Company shall deliver or cause to be delivered validity of the procedures for the Mandatory Conversion as to the holder of this Senior Convertible Note a Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Each Holder shall surrender the certificate or certificates representing all shares of Series A-1 Convertible Preferred held by such Holder to the Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the Corporation) and the Corporation shall issue to such Holder that number of fully paid and non-assessable shares of Next Round Securities into Class D Common Stock to which such Holder is entitled, as calculated in accordance with this Senior Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timeparagraph. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event that occurs after the Redemption Date to the extent any share of Series C Convertible Preferred remains outstanding after the Redemption Date, unless previously converted at the option of Holders in accordance with the provisions hereof, each outstanding share of Series C Convertible Preferred shall, without notice to Holders, convert automatically (athe “Mandatory Conversion”) This Senior into (A) a number of Conversion Shares equal to the Issue Price of the shares of Series C Convertible Note Preferred so converted plus interest accrued and unpaid thereon shall dividends thereon, divided by the (B) Conversion Price then in effect. No fractional shares or securities representing fractional shares will be automatically converted simultaneously with issued upon conversion; in lieu of fractional shares the Next Round Financing (Corporation will pay a cash adjustment based upon the "Triggering Event') into that number Common Stock Value as of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing close of business on the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to first Business Day preceding the date of conversion the occurrence of such Mandatory Conversion Event. Promptly following a Mandatory Conversion Event, written notice (the “Mandatory Conversion Notice”) shall be given by first class mail, postage prepaid, to each Holder who is a Holder on the price per Next Round Security paid in date such notice is given at such Holder’s address as it appears on the Next Round Financing. (b) Promptly after stock books of the Triggering Event Corporation, provided that no failure to give such notice or any deficiency therein shall affect the Company shall deliver or cause to be delivered validity of the procedures for the Mandatory Conversion as to the holder of this Senior Convertible Note a Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Each Holder shall surrender the certificate or certificates representing all shares of Series C Convertible Preferred held by such Holder to the Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the Corporation) and the Corporation shall issue to such Holder that number of fully paid and non-assessable shares of Next Round Securities into Class A Common Stock to which such Holder is entitled, as calculated in accordance with this Senior Convertible Note may be converted. Such conversion paragraph; provided, however, that if a Holder shall be deemed to have been made simultaneously with notify the conclusion Corporation within five (5) Business Days of receipt of the Next Round Financing, so Mandatory Conversion Notice that the rights of the holder as a holder of it wishes to receive Class C Common Stock in accordance with this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitationparagraph, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest Corporation shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of issue such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such Holder an equal number of Next Round Securities shares of Class C Common Stock to which such Holder is entitled as shall then be issuable or deliverable upon the conversion of calculated in accordance with this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessableparagraph.

Mandatory Conversion. At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event that occurs after the Redemption Date to the extent any share of Series C Convertible Preferred remains outstanding after the Redemption Date, unless previously converted at the option of Holders in accordance with the provisions hereof, each outstanding share of Series C Convertible Preferred shall, without notice to Holders, convert automatically (athe “Mandatory Conversion”) This Senior into (A) a number of Conversion Shares equal to the Issue Price of the shares of Series C Convertible Note Preferred so converted plus interest accrued and unpaid thereon shall dividends thereon, divided by the (B) Conversion Price then in effect. No fractional shares or securities representing fractional shares will be automatically converted simultaneously with issued upon conversion; in lieu of fractional shares the Next Round Financing (Corporation will pay a cash adjustment based upon the "Triggering Event') into that number Common Stock Value as of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing close of business on the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to first Business Day preceding the date of conversion the occurrence of such Mandatory Conversion Event. Promptly following a Mandatory Conversion Event, written notice (the “Mandatory Conversion Notice”) shall be given by first class mail, postage prepaid, to each Holder who is a Holder on the price per Next Round Security paid in date such notice is given at such Holder’s address as it appears on the Next Round Financing. (b) Promptly after stock books of the Triggering Event Corporation, provided that no failure to give such notice or any deficiency therein shall affect the Company shall deliver or cause to be delivered validity of the procedures for the Mandatory Conversion as to the holder of this Senior Convertible Note a Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Each Holder shall surrender the certificate or certificates representing all shares of Series C Convertible Preferred held by such Holder to the Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the Corporation) and the Corporation shall issue to such Holder that number of shares of Class A Common Stock to which such Holder is entitled, as calculated in accordance with this paragraph; provided, however, that if a Holder shall notify the Corporation within five (5) Business Days of receipt of the Mandatory Conversion Notice that it wishes to receive Class C Common Stock in accordance with this paragraph, the Corporation shall issue such Holder an equal number of shares of Class C Common Stock to which such Holder is entitled as calculated in accordance with this paragraph. (A) In case the Corporation shall (I) pay a dividend or distribution in shares of Class A Common Stock on its shares of Class A Common Stock, (II) subdivide its outstanding shares of Class A Common Stock into a greater number of shares, (III) combine its outstanding shares of Class A Common Stock into a smaller number of shares, or (IV) issue, by reclassification of its shares of Class A Common Stock, any shares of its Capital Stock (each such transaction being called a “Stock Transaction”), then and in each such case, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of a share of Series C Convertible Preferred surrendered for conversion after the record date fixing stockholders to be affected by such Stock Transaction shall be entitled to receive upon conversion the number of fully paid and non-assessable Conversion Shares which such Holder would have been entitled to receive after the happening of such event had such share of Series C Convertible Preferred been converted immediately prior to such record date. Such adjustment shall be made whenever any Stock Transaction occurs, but shall also be effective retroactively as to shares of Next Round Securities Series C Convertible Preferred converted between such record date and the date of the happening of any such Stock Transaction. (B) If the Corporation shall, at any time or from time to time while any shares of Series C Convertible Preferred are outstanding, issue or sell any right or warrant to purchase, acquire or subscribe for shares of Class A Common Stock (including a right or warrant with respect to any security convertible into or exchangeable for shares of Class A Common Stock) generally to holders of its Common Stock (including by way of a reclassification of shares or a recapitalization of the Corporation), for a consideration on the date of such issuance or sale less than the Common Stock Value of the shares of Class A Common Stock underlying such rights or warrants on the date of such issuance or sale, then and in each such case, the Conversion Price shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which this Senior Convertible Note may shall be convertedthe sum of (I) the Common Stock Value per share of Class A Common Stock on the first Business Day after the date of the public announcement of the actual terms (including the price terms) of such issuance or sale multiplied by the number of shares of Class A Common Stock outstanding immediately prior to such issuance or sale plus (II) the aggregate Fair Market Value of the consideration to be received by the Corporation in connection with the issuance or sale of the rights or warrants plus the aggregate consideration to be received in respect of the purchase of the shares of Class A Common Stock underlying such rights or warrants, and the denominator of which shall be the Common Stock Value per share of Class A Common Stock on the Business Day immediately preceding the public announcement of the actual terms (including the price terms) of such issuance or sale multiplied by the aggregate number of shares of Class A Common Stock (I) outstanding immediately prior to such issuance or sale plus (II) underlying such rights or warrants at the time of such issuance or sale. Such conversion For the purposes of the preceding sentence, the aggregate consideration receivable by the Corporation in connection with the issuance or sale of any such right or warrant shall be deemed to be equal to the sum of the aggregate offering price (before deduction of reasonable underwriting discounts or commissions and expenses) of all such rights or warrants. No adjustment to the Conversion Price pursuant to this paragraph (B) shall be made if, in conjunction with any such issuance or sale by the Corporation generally to holders of its Common Stock, the Corporation issues or offers to sell to the Holders such rights or warrants on the same basis as the Holders would have received had their shares of Series C Convertible Preferred been converted into shares of Class A Common Stock (or Class C Common Stock, as the case may be) immediately prior to the such issuance or sale. Upon the expiration or termination of any such rights or warrants without the exercise of such rights or warrants, the Conversion Price then in effect shall be adjusted immediately to the Conversion Price which would have been in effect at the time of such expiration or termination had such rights or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued, although such adjustment shall not effect previously converted shares. (C) In the event the Corporation shall at any time or from time to time while any shares of Series C Convertible Preferred are outstanding declare, order, pay or make a dividend or other distribution generally to holders of its Common Stock in stock or other securities or rights or warrants to subscribe for securities of the Corporation or any of its subsidiaries or evidences of Indebtedness of the Corporation or any other person or pay any Extraordinary Cash Dividend (other than any dividend or distribution on the Class A Common Stock (I) referred to in paragraphs (A) or (B) above or (II) if in conjunction therewith the Corporation declares and pays or makes a dividend or distribution on each share of Series C Convertible Preferred which is the same as the dividend or distribution that would have been made simultaneously or paid with respect to such share of Series C Convertible Preferred had such share been converted into shares of Class A Common Stock immediately prior to the conclusion of record date for any such dividend or distribution on the Next Round FinancingClass A Common Stock), then, and in each such case, an appropriate adjustment to the Conversion Price shall be made so that the rights Holder of each share of Series C Convertible Preferred shall be entitled to receive, upon the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitationconversion thereof, the right number of shares of Class A Common Stock determined by multiplying (x) the number of shares of Class A Common Stock into which such share was convertible on the day immediately prior to receive the principal record date fixed for the determination of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons stockholders entitled to receive such dividend or distribution by (y) a fraction, the Next Round Securities deliverable upon conversion numerator of this Senior Convertible Note which shall be treated for all purposes the Common Stock Value per share of Class A Common Stock as having become of such record date, and the denominator of which shall be such Common Stock Value per share of Class A Common Stock less the Fair Market Value per share of Class A Common Stock of such dividend or distribution (as determined in good faith by the Board of Directors, as evidenced by a Board Resolution mailed to each holder of Series C Convertible Preferred). An adjustment made pursuant to this paragraph (C) shall be made upon the opening of business on the next Business Day following the date on which any such dividend or distribution is made and shall be effective retroactively to the close of business on the record holders date fixed for the determination of stockholders entitled to receive such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timedividend or distribution. (cD) The In the event the Company covenants that it will shall, at all times reserve any time or from time to time while any shares of Series C Convertible Preferred are outstanding, repurchase (a “Repurchase”) any portion of the Class A Common Stock from holders generally at a premium over the Common Stock Value thereof on the next trading day immediately preceding the consummation of such Repurchase, then and keep available out in the case of its authorized Next Round Securities each Repurchase the Conversion Price in effect immediately prior thereto shall be adjusted by multiplying such Conversion Price by the fraction the numerator of which is (at such time as such Securities are authorizedI) solely for the purpose product of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such (x) the number of Next Round Securities as shall then be issuable or deliverable upon shares of Class A Common Stock outstanding immediately before such Repurchase multiplied by (y) the conversion Common Stock Value per share of this Senior Convertible Note. The Company covenants that all Next Round Securities Class A Common Stock on the next trading day immediately following the consummation of such Repurchase minus (II) the aggregate purchase price of the Repurchase and the denominator of which shall be so issuable or deliverable shallthe product of (x) the number of shares of Class A Common Stock outstanding immediately before such Repurchase minus the number of shares of Class A Common Stock Repurchased by the Company multiplied by (y) the Common Stock Value per share of Class A Common Stock on the next trading day immediately following the consummation of such Repurchase. Such adjustment shall be made whenever any such Repurchase occurs, when issued or delivered, but shall also be duly effective retroactively as to shares of Series C Convertible Preferred converted between such record date and validly issued and fully paid and non-assessablethe date of the happening of any such Repurchase.

Mandatory Conversion. At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event that occurs after the Redemption Date to the extent any share of Series A-3 Convertible Preferred remains outstanding after the Redemption Date, unless previously converted at the option of Holders in accordance with the provisions hereof, each outstanding share of Series A-3 Convertible Preferred shall, without notice to Holders, convert automatically (athe “Mandatory Conversion”) This Senior into (A) a number of Conversion Shares equal to the Issue Price of the shares of Series A-3 Convertible Note Preferred so converted plus interest accrued and unpaid thereon shall dividends thereon, divided by the (B) Conversion Price then in effect. No fractional shares or securities representing fractional shares will be automatically converted simultaneously with issued upon conversion; in lieu of fractional shares the Next Round Financing (Corporation will pay a cash adjustment based upon the "Triggering Event') into that number Common Stock Value as of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing close of business on the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to first Business Day preceding the date of conversion the occurrence of such Mandatory Conversion Event. Promptly following a Mandatory Conversion Event, written notice (the “Mandatory Conversion Notice”) shall be given by first class mail, postage prepaid, to each Holder who is a Holder on the price per Next Round Security paid in date such notice is given at such Holder’s address as it appears on the Next Round Financing. (b) Promptly after stock books of the Triggering Event Corporation, provided that no failure to give such notice or any deficiency therein shall affect the Company shall deliver or cause to be delivered validity of the procedures for the Mandatory Conversion as to the holder of this Senior Convertible Note a Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Each Holder shall surrender the certificate or certificates representing all shares of Series A-3 Convertible Preferred held by such Holder to the Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the Corporation) and the Corporation shall issue to such Holder that number of shares of Class A Common Stock to which such Holder is entitled, as calculated in accordance with this paragraph; provided, however, that if a Holder shall notify the Corporation within five (5) Business Days of receipt of the Mandatory Conversion Notice that it wishes to receive Class C Common Stock in accordance with this paragraph, the Corporation shall issue such Holder an equal number of shares of Class C Common Stock to which such Holder is entitled as calculated in accordance with this paragraph. (A) In case the Corporation shall (I) pay a dividend or distribution in shares of Class A Common Stock on its shares of Class A Common Stock, (II) subdivide its outstanding shares of Class A Common Stock into a greater number of shares, (III) combine its outstanding shares of Class A Common Stock into a smaller number of shares, or (IV) issue, by reclassification of its shares of Class A Common Stock, any shares of its Capital Stock (each such transaction being called a “Stock Transaction”), then and in each such case, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of a share of Series A-3 Convertible Preferred surrendered for conversion after the record date fixing stockholders to be affected by such Stock Transaction shall be entitled to receive upon conversion the number of fully paid and non-assessable Conversion Shares which such Holder would have been entitled to receive after the happening of such event had such share of Series A-3 Convertible Preferred been converted immediately prior to such record date. Such adjustment shall be made whenever any Stock Transaction occurs, but shall also be effective retroactively as to shares of Next Round Securities Series A-3 Convertible Preferred converted between such record date and the date of the happening of any such Stock Transaction. (B) If the Corporation shall, at any time or from time to time while any shares of Series A-3 Convertible Preferred are outstanding, issue or sell any right or warrant to purchase, acquire or subscribe for shares of Class A Common Stock (including a right or warrant with respect to any security convertible into or exchangeable for shares of Class A Common Stock) generally to holders of its Common Stock (including by way of a reclassification of shares or a recapitalization of the Corporation), for a consideration on the date of such issuance or sale less than the Common Stock Value of the shares of Class A Common Stock underlying such rights or warrants on the date of such issuance or sale, then and in each such case, the Conversion Price shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which this Senior Convertible Note may shall be convertedthe sum of (I) the Common Stock Value per share of Class A Common Stock on the first Business Day after the date of the public announcement of the actual terms (including the price terms) of such issuance or sale multiplied by the number of shares of Class A Common Stock outstanding immediately prior to such issuance or sale plus (II) the aggregate Fair Market Value of the consideration to be received by the Corporation in connection with the issuance or sale of the rights or warrants plus the aggregate consideration to be received in respect of the purchase of the shares of Class A Common Stock underlying such rights or warrants, and the denominator of which shall be the Common Stock Value per share of Class A Common Stock on the Business Day immediately preceding the public announcement of the actual terms (including the price terms) of such issuance or sale multiplied by the aggregate number of shares of Class A Common Stock (I) outstanding immediately prior to such issuance or sale plus (II) underlying such rights or warrants at the time of such issuance or sale. Such conversion For the purposes of the preceding sentence, the aggregate consideration receivable by the Corporation in connection with the issuance or sale of any such right or warrant shall be deemed to be equal to the sum of the aggregate offering price (before deduction of reasonable underwriting discounts or commissions and expenses) of all such rights or warrants. No adjustment to the Conversion Price pursuant to this paragraph (B) shall be made if, in conjunction with any such issuance or sale by the Corporation generally to holders of its Common Stock, the Corporation issues or offers to sell to the Holders such rights or warrants on the same basis as the Holders would have received had their shares of Series A-3 Convertible Preferred been converted into shares of Class A Common Stock (or Class C Common Stock, as the case may be) immediately prior to the such issuance or sale. Upon the expiration or termination of any such rights or warrants without the exercise of such rights or warrants, the Conversion Price then in effect shall be adjusted immediately to the Conversion Price which would have been in effect at the time of such expiration or termination had such rights or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued, although such adjustment shall not effect previously converted shares. (C) In the event the Corporation shall at any time or from time to time while any shares of Series A-3 Convertible Preferred are outstanding declare, order, pay or make a dividend or other distribution generally to holders of its Common Stock in stock or other securities or rights or warrants to subscribe for securities of the Corporation or any of its subsidiaries or evidences of Indebtedness of the Corporation or any other person or pay any Extraordinary Cash Dividend (other than any dividend or distribution on the Class A Common Stock (I) referred to in paragraphs (A) or (B) above or (II) if in conjunction therewith the Corporation declares and pays or makes a dividend or distribution on each share of Series A-3 Convertible Preferred which is the same as the dividend or distribution that would have been made simultaneously or paid with respect to such share of Series A-3 Convertible Preferred had such share been converted into shares of Class A Common Stock immediately prior to the conclusion of record date for any such dividend or distribution on the Next Round FinancingClass A Common Stock), then, and in each such case, an appropriate adjustment to the Conversion Price shall be made so that the rights Holder of each share of Series A-3 Convertible Preferred shall be entitled to receive, upon the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitationconversion thereof, the right number of shares of Class A Common Stock determined by multiplying (x) the number of shares of Class A Common Stock into which such share was convertible on the day immediately prior to receive the principal record date fixed for the determination of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons stockholders entitled to receive such dividend or distribution by (y) a fraction, the Next Round Securities deliverable upon conversion numerator of this Senior Convertible Note which shall be treated for all purposes the Common Stock Value per share of Class A Common Stock as having become of such record date, and the denominator of which shall be such Common Stock Value per share of Class A Common Stock less the Fair Market Value per share of Class A Common Stock of such dividend or distribution (as determined in good faith by the Board of Directors, as evidenced by a Board Resolution mailed to each holder of Series A-3 Convertible Preferred). An adjustment made pursuant to this paragraph (C) shall be made upon the opening of business on the next Business Day following the date on which any such dividend or distribution is made and shall be effective retroactively to the close of business on the record holders date fixed for the determination of stockholders entitled to receive such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timedividend or distribution. (cD) The In the event the Company covenants that it will shall, at all times reserve any time or from time to time while any shares of Series A-3 Convertible Preferred are outstanding, repurchase (a “Repurchase”) any portion of the Class A Common Stock from holders generally at a premium over the Common Stock Value thereof on the next trading day immediately preceding the consummation of such Repurchase, then and keep available out in the case of its authorized Next Round Securities each Repurchase the Conversion Price in effect immediately prior thereto shall be adjusted by multiplying such Conversion Price by the fraction the numerator of which is (at such time as such Securities are authorizedI) solely for the purpose product of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such (x) the number of Next Round Securities as shall then be issuable or deliverable upon shares of Class A Common Stock outstanding immediately before such Repurchase multiplied by (y) the conversion Common Stock Value per share of this Senior Convertible Note. The Company covenants that all Next Round Securities Class A Common Stock on the next trading day immediately following the consummation of such Repurchase minus (II) the aggregate purchase price of the Repurchase and the denominator of which shall be so issuable or deliverable shallthe product of (x) the number of shares of Class A Common Stock outstanding immediately before such Repurchase minus the number of shares of Class A Common Stock Repurchased by the Company multiplied by (y) the Common Stock Value per share of Class A Common Stock on the next trading day immediately following the consummation of such Repurchase. Such adjustment shall be made whenever any such Repurchase occurs, when issued or delivered, but shall also be duly effective retroactively as to shares of Series A-3 Convertible Preferred converted between such record date and validly issued and fully paid and non-assessablethe date of the happening of any such Repurchase.

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon shall be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number of fully paid and non-assessable Next Round Securities which is equal Notwithstanding anything herein to the quotient obtained by dividing contrary, beginning on the Commencement Date, the Corporation may, within 5 Trading Days thereof deliver a written notice to the Holder (a “Mandatory Conversion Notice” and the date such notice is delivered to the Holder, the “Mandatory Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding principal amount of this Senior Convertible Note plus interest accrued but unpaid interest, liquidated damages and unpaid thereon other amounts owing to the date Holder under this Note (“Mandatory Conversion”), it being agreed that the “Conversion Date” for purposes of conversion by the price per Next Round Security paid in the Next Round Financing. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion Section 4 shall be deemed to have been made simultaneously with occur on the conclusion third Trading Day following the Mandatory Conversion Notice Date (such third Trading Day, the “Mandatory Conversion Date”). Any Mandatory Conversion will be done on a pro rata basis on all Notes then outstanding. The Corporation may not deliver a Mandatory Conversion Notice, and any Mandatory Conversion Notice delivered by the Corporation shall not be effective, unless all of the Next Round Financing, so that Equity Conditions are met (unless waived in writing by the rights applicable Holder) during 20 of the holder as 30 Trading Days preceding Commencement Date; further, the Corporation may only issue a holder Mandatory Conversion Notice to any one Holder to the extent that such Holder’s beneficial ownership of the Common Stock would not exceed 9.99% of the number of shares of Common Stock outstanding immediately following the Mandatory Conversion. Any Mandatory Conversion shall, subject to the preceding sentence, be applied ratably to all Holders based on their initial acquisitions of Notes pursuant to the Exchange Agreement, provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount mandatorily converted hereunder if only a portion of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timeis mandatorily converted. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon shall be automatically converted simultaneously with Upon the Next Round Financing earlier of (A) the "Triggering Event') into that number closing of fully paid and non-assessable Next Round Securities which is equal the sale of New Common Stock to the quotient obtained public in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in gross proceeds to the Corporation of at least $25 million (prior to the deduction of underwriters' commissions, discounts and expenses) and at a pre-money valuation of the Corporation of no less than $100 million (an "Initial Public Offering"), or (B) a date agreed to in writing by dividing the holders of at least sixty percent (60%) of the voting power of the then outstanding principal amount Designated Preferred Stock (each, a "Mandatory Conversion Date"), (i) all outstanding shares of this Senior Convertible Note plus interest accrued Designated Preferred Stock shall automatically be converted into New Common Stock, at the then effective conversion rate and unpaid thereon to the date of conversion (ii) such shares may not be reissued by the price per Next Round Security paid in the Next Round FinancingCorporation as Designated Preferred Stock. (b) Promptly after All holders of record of Designated Preferred Stock shall be given written notice of the Triggering Event Mandatory Conversion Date and the Company place designated for mandatory conversion of all such Designated Preferred Stock pursuant to this Section 5. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall deliver be sent by first class or cause registered mail, postage prepaid, or given by electronic communication, in compliance with the provisions of the Corporation's governing corporate statute, to be delivered to the each record holder of this Senior Convertible Note a Designated Preferred Stock. Upon receipt of such notice, each holder of Designated Preferred Stock shall surrender his, her or its certificate or certificates representing for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of fully paid and non-assessable shares of Next Round Securities into New Common Stock to which such holder is entitled pursuant to this Senior Convertible Note may be convertedSection 5. Such conversion On the Mandatory Conversion Date, all outstanding shares of Designated Preferred Stock shall be deemed to have been made simultaneously converted into New Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the conclusion Designated Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of the Next Round FinancingNew Common Stock) will terminate, so that except only the rights of the holder as a holder holders thereof, upon surrender of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (includingtheir certificate or certificates therefor, without limitation, the right to receive certificates for the principal number of this Senior Convertible Note other than in the form shares of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion New Common Stock into which such shares of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such timeDesignated Preferred Stock have been converted, and such payment of any declared but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be at endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporations, duly executed by the registered holder or by his or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Designated Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his or its written order, a certificate or certificates for the number of full shares of New Common Stock issuable on such conversion rate in effect at accordance with the provisions hereof and cash as provided in Subsection 4(b) in respect of, any fraction of a share of New Common Stock otherwise issuable upon such timeconversion. (c) The Company covenants that it will at All certificates evidencing Designated Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the Designated Preferred Stock represented thereby converted into New Common Stock for all times reserve purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Designated Preferred Stock may not be reissued, and keep available out of its the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion shares of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessableDesignated Preferred Stock accordingly.

Mandatory Conversion. (ai) This Senior Convertible Note plus interest accrued The Board of Directors may at any time determine by resolution (a “Mandatory Conversion Resolution”) that it is no longer in the best interests of the Company that the Proportionate Voting Shares are maintained as a separate class of shares of the Company. If a Mandatory Conversion Resolution is adopted, then all issued and unpaid thereon shall outstanding Proportionate Voting Shares will automatically, without any action on the part of the holder, be automatically converted simultaneously with into Common Shares on the Next Round Financing basis of one (1) Proportionate Voting Share for [one thousand (1000)] Common Shares, and in the case of fractions of Proportionate Voting Shares, such number of Common Shares as is determined by multiplying the fraction by [one thousand (1000)] as of a date to be specified in the Mandatory Conversion Resolution (the "Triggering Event'“Mandatory Conversion Record Date”). At least twenty (20) into that calendar days prior to the Mandatory Conversion Record Date, the Company will send, or cause its transfer agent to send, notice to each holder of Proportionate Voting Shares of the adoption of a Mandatory Conversion Resolution (a “Mandatory Conversion Notice”) and specifying: A. the Mandatory Conversion Record Date; B. the number of fully paid and non-assessable Next Round Securities Common Shares into which is equal the Proportionate Voting Shares held by such holder are to be converted; and C. the quotient obtained by dividing address of record of such holder. On the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round Financing. (b) Promptly after the Triggering Event Mandatory Conversion Record Date, the Company shall deliver issue or shall cause its transfer agent to be delivered issue to the each holder of this Senior Convertible Note a certificate or Proportionate Voting Shares certificates representing the number of fully paid and non-assessable shares of Next Round Securities Common Shares into which this Senior Convertible Note may be the Proportionate Voting Shares are converted. Such conversion , and each certificate representing Proportionate Voting Shares shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon null and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timevoid. (cii) The Company covenants that it will at all times reserve and keep available out From the date of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose Mandatory Conversion Resolution, the Board of Directors shall no longer be entitled to issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessableany further Proportionate Voting Shares whatsoever.

Mandatory Conversion. (a1) This Senior Convertible Note plus At any time following the date that is 4 months and one day following the Issue Date, the Corporation may force the conversion of the principal amount of the then Outstanding Debentures at the Conversion Price on not less than 30 days’ notice (the “Mandatory Conversion Notice”) to the Holders in accordance with Section 11.2 and the Trustee and concurrently issuing a press release should the VWAP of the Common Shares be greater than $1.20 for any 10 consecutive trading days. (2) The Mandatory Conversion Notice shall contain the date (the “Mandatory Conversion Date”) on which the Outstanding Debentures shall be deemed to be surrendered for conversion; provided that the Mandatory Conversion Date shall be a date on which the register of the Trustee is open. (3) On the Mandatory Conversion Date, the Trustee shall cancel the Outstanding Debentures held by the Debentureholders. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, his or her nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Mandatory Conversion Date, as the holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Corporation shall electronically deposit the Common Shares in the name of the Debentureholder or deliver to such Debentureholder a certificate or certificates for such Common Shares pursuant to the terms of this Indenture and make or cause to be made any payment of interest to which such holder is entitled in accordance with Section 4.5(4). (4) The holder of a Debenture converted in accordance with Section 4.5 shall be entitled to receive accrued and unpaid thereon interest in respect thereof from the date of the last Interest Payment Date up to but excluding the Mandatory Conversion Date (less applicable withholding taxes, if any), and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Mandatory Conversion Date, from which date they will for all purposes be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number of and be deemed to be issued and outstanding as fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round FinancingCommon Shares. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a) This Senior Convertible Note plus At any time following the date that is 4 months and one day following the Issue Date and in the event that the daily VWAP of the Common Shares is greater than $0.90 for any 10 consecutive trading days, the Corporation may force the conversion of the principal amount of the then Outstanding Debentures at the Conversion Price on not less than 30 days' notice (the "Mandatory Conversion Notice") to the Holders and the Trustee in accordance with Article 11 hereof. Concurrently with the issuance of the Mandatory Conversion Notice, the Corporation shall issue a press release with respect to thereof. (b) The Mandatory Conversion Notice shall contain the date (the "Mandatory Conversion Date") on which the Outstanding Debentures shall be deemed to be surrendered for conversion; provided that the Mandatory Conversion Date shall be a date on which the register of the Trustee is open. (c) On the Mandatory Conversion Date, the Trustee shall cancel the Outstanding Debentures held by the Debentureholders. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, his or her nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Mandatory Conversion Date, as the Holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Corporation shall electronically deposit the Common Shares in the name of the Debentureholder or deliver to such Debentureholder a certificate or certificates for such Common Shares pursuant to the terms of this Indenture and make or cause to be made any payment of interest to which such Holder is entitled in accordance with Section 4.5(d) and Section 4.4(e). (d) The Holder of a Debenture converted in accordance with Section 4.5 shall be entitled to receive accrued and unpaid thereon interest in respect thereof from the date of the last Interest Payment Date up to but excluding the Mandatory Conversion Date (less applicable withholding taxes, if any), and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Mandatory Conversion Date, from which date they will for all purposes be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number of and be deemed to be issued and outstanding as fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round FinancingCommon Shares. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. Upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event that occurs after the Redemption Date to the extent any share of Series G Convertible Preferred remains outstanding after the Redemption Date, unless previously converted at the option of Holders in accordance with the provisions hereof, each outstanding share of Series G Convertible Preferred shall, without notice to Holders, convert automatically (athe “Mandatory Conversion”) This Senior into (A) a number of Conversion Shares equal to the Issue Price of the shares of Series G Convertible Note Preferred so converted plus interest accrued and unpaid thereon shall dividends thereon, divided by the (B) Conversion Price then in effect. No fractional shares or securities representing fractional shares will be automatically converted simultaneously with issued upon conversion; in lieu of fractional shares the Next Round Financing (Corporation will pay a cash adjustment based upon the "Triggering Event') into that number Common Stock Value as of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing close of business on the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to first Business Day preceding the date of conversion the occurrence of such Mandatory Conversion Event. Promptly following a Mandatory Conversion Event, written notice (the “Mandatory Conversion Notice”) shall be given by first class mail, postage prepaid, to each Holder who is a Holder on the price per Next Round Security paid in date such notice is given at such Holder’s address as it appears on the Next Round Financing. (b) Promptly after stock books of the Triggering Event Corporation, provided that no failure to give such notice or any deficiency therein shall affect the Company shall deliver or cause to be delivered validity of the procedures for the Mandatory Conversion as to the holder of this Senior Convertible Note a Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Each Holder shall surrender the certificate or certificates representing all shares of Series G Convertible Preferred held by such Holder to the Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the Corporation) and the Corporation shall issue to such Holder that number of fully paid and non-assessable shares of Next Round Securities into Class A Common Stock to which such Holder is entitled, as calculated in accordance with this Senior Convertible Note may be converted. Such conversion paragraph; provided, however, that if a Holder shall be deemed to have been made simultaneously with notify the conclusion Corporation within five (5) Business Days of receipt of the Next Round Financing, so Mandatory Conversion Notice that the rights of the holder as a holder of it wishes to receive Class C Common Stock in accordance with this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitationparagraph, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest Corporation shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of issue such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such Holder an equal number of Next Round Securities shares of Class C Common Stock to which such Holder is entitled as shall then be issuable or deliverable upon the conversion of calculated in accordance with this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessableparagraph.

Mandatory Conversion. The note will automatically convert into Four Thousand (a4000) This Senior Convertible Note shares of the Company's common stock plus interest accrued and unpaid thereon shall be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained common shares determined by dividing the then outstanding principal amount accrued but unpaid interest, if any, by $0.25 (the "Mandatory Conversion Shares"), if, at any time that the promissory note is outstanding, the closing sale price of this Senior Convertible Note plus interest accrued the common stock of the Company, as traded on the Over-the-Counter Bulletin Board, is in excess of $0.50 per share for at least 10 consecutive business days. The Optional Conversion Shares, the Automatic Conversion Shares or the Mandatory Conversion Shares (in any case, the "Conversion Shares"), shall be validly issued, non-assessable and unpaid thereon free and clear of any liens, claims or encumbrances. The Lender, as owner of the Conversion Shares, shall become a party to all stock purchase, investor rights and other related agreements of the Company and shall be accorded the same rights, preferences and privileges and be subject to the date of conversion by same restrictions and objections as other parties subscribing for the price per Next Round Security paid capital stock (or convertible securities) in the Next Round Qualified Financing. (b) Promptly . Notwithstanding anything to the contrary herein, the Company may, at its option, elect to pay all accrued interest on this Note, rather than have such accrued interest be converted as provided for in this Section 2. In the event of such conversion, the Borrower shall promptly thereafter deliver certificates representing the Conversion Shares to the Lender. Whether or not such certificates are delivered, from and after the Triggering Event closing of the Company conversion described in this Section 2, the Lender shall deliver or cause be deemed to be delivered to the holder owner of this Senior Convertible Note a certificate or certificates representing the number of fully paid paid, validly issued and non-assessable shares nonassessable of Next Round Securities into which the Conversion Shares. Upon such conversion of this Senior Convertible Note: (i) the Lender shall surrender this Note may be converted. Such conversion to the Company, and (ii) the Company shall be deemed to have been made simultaneously with the conclusion of the Next Round Financingpaid this Note in full, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable Company shall be forever released from all of its obligations under, this Note. No fractional shares will be issued upon conversion of this Senior Convertible Note and, in lieu thereof, the Company shall be treated for all purposes as having become pay to the record holders Lender the amount of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timeoutstanding principal not so converted. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a) This Senior Convertible Note plus At any time following the date that is 4 months and one day following the Issue Date and in the event that the daily VWAP of the Common Shares is greater than $0.90 for any 10 consecutive trading days, the Corporation may force the conversion of the principal amount of the then Outstanding Debentures at the Conversion Price on not less than 30 days’ notice (the “Mandatory Conversion Notice”) to the Holders and the Trustee in accordance with Article 11 hereof. Concurrently with the issuance of the Mandatory Conversion Notice, the Corporation shall issue a press release with respect to thereof. (b) The Mandatory Conversion Notice shall contain the date (the “Mandatory Conversion Date”) on which the Outstanding Debentures shall be deemed to be surrendered for conversion; provided that the Mandatory Conversion Date shall be a date on which the register of the Trustee is open. (c) On the Mandatory Conversion Date, the Trustee shall cancel the Outstanding Debentures held by the Debentureholders. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, his or her nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Mandatory Conversion Date, as the Holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Corporation shall electronically deposit the Common Shares in the name of the Debentureholder or deliver to such Debentureholder a certificate or certificates for such Common Shares pursuant to the terms of this Indenture and make or cause to be made any payment of interest to which such Holder is entitled in accordance with Section 4.5(d) and Section 4.4(e). (d) The Holder of a Debenture converted in accordance with Section 4.5 shall be entitled to receive accrued and unpaid thereon interest in respect thereof from the date of the last Interest Payment Date up to but excluding the Mandatory Conversion Date (less applicable withholding taxes, if any), and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Mandatory Conversion Date, from which date they will for all purposes be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number of and be deemed to be issued and outstanding as fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round FinancingCommon Shares. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a1) This Senior Convertible Note plus At any time following the date that is 4 months and one day following the Issue Date, the Corporation may force the conversion of the principal amount of the then Outstanding Debentures at the Conversion Price on not less than 30 days’ notice (the “Mandatory Conversion Notice”) to the Holders in accordance with Section 11.2 and the Trustee and concurrently issuing a press release should the daily VWAP of the Common Shares be greater than $9.00 for any 10 consecutive trading days. (2) The Mandatory Conversion Notice shall contain the date (the “Mandatory Conversion Date”) on which the Outstanding Debentures shall be deemed to be surrendered for conversion; provided that the Mandatory Conversion Date shall be a date on which the register of the Trustee is open. (3) On the Mandatory Conversion Date, the Trustee shall cancel the Outstanding Debentures held by the Debentureholders. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, his or her nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Mandatory Conversion Date, as the holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Corporation shall electronically deposit the Common Shares in the name of the Debentureholder or deliver to such Debentureholder a certificate or certificates for such Common Shares pursuant to the terms of this Indenture and make or cause to be made any payment of interest to which such holder is entitled in accordance with Section 4.5(4)Section 4.4(5). (4) The holder of a Debenture converted in accordance with Section 4.5 shall be entitled to receive accrued and unpaid thereon interest in respect thereof from the date of the last Interest Payment Date up to but excluding the Mandatory Conversion Date (less applicable withholding taxes, if any), and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Mandatory Conversion Date, from which date they will for all purposes be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number of and be deemed to be issued and outstanding as fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round FinancingCommon Shares. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon shall be automatically converted simultaneously with Upon the Next Round Financing earlier of (A) the "Triggering Event') into that number closing of fully paid and non-assessable Next Round Securities which is equal the sale of shares of Common Stock to the quotient obtained public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of aggregate proceeds, net of the underwriting discount and commissions, to the Corporation (a “Qualified Public Offering”) or (B) a date specified by dividing vote or written consent of the holders of at least 51% of the then outstanding principal amount shares of this Senior Convertible Note plus interest accrued Series A Preferred Stock (the “Mandatory Conversion Date”), (i) all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective Series A Conversion Price and unpaid thereon to the date of conversion (ii) such shares may not be reissued by the price per Next Round Security paid in the Next Round FinancingCorporation as shares of such series. (b) Promptly after All holders of record of shares of Series A Preferred Stock shall be given written notice of the Triggering Event Mandatory Conversion Date and the Company place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 6. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall deliver be sent by first class or cause registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to be delivered to the each record holder of this Senior Convertible Note a Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates representing for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of fully paid and non-assessable shares of Next Round Securities into Common Stock to which such holder is entitled pursuant to this Senior Convertible Note may be convertedSection 6. Such conversion On the Mandatory Conversion Date, all outstanding shares o f Series A Preferred Stock shall be deemed to have been made simultaneously converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the conclusion Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of the Next Round FinancingCommon Stock), so that will terminate, except only the rights of the holder as a holder holders thereof, upon surrender of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (includingtheir certificate or certificates therefor, without limitation, the right to receive certificates for the principal number of this Senior Convertible Note other than in the form shares of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of Common Stock into which such Next Round Securities at such timeSeries A Preferred Stock has been converted, and such payment of any declared but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be at endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion rate in effect at accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such timeconversion. (c) The Company covenants that it will at All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all times reserve purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and keep available out of its the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion shares of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessableSeries A Preferred Stock accordingly.

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon shall be automatically converted simultaneously with At the Next Round Financing close of business on third anniversary of the closing date (the "Triggering Event'Mandatory Conversion Date"), all outstanding shares of Series A Preferred Stock shall automatically convert into 10% of the issued and outstanding shares of Common Stock of the Corporation on a fully diluted basis (as such shares may be constituted on the Mandatory Conversion Date) into that such number of fully paid and non-assessable Next Round Securities which is equal Common Stock as shall require to be given for each Series A Preferred Stock so as to convert the quotient obtained by dividing latter into 10% of the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to Common Stock at the date of issue, subject to adjustments as provided for herein, being the conversion rate (as adjusted from time to time pursuant hereto, the "Conversion Rate"). The Corporation shall provide notice of the conversion of the shares of Series A Preferred Stock to holders of record of the shares of Series A Preferred Stock not less than thirty (30) nor more than sixty (60) days prior to the Mandatory Conversion Date. Notice of the conversion shall state the Mandatory Conversion Date; the then effective Conversion Rate; and the place or places where certificates for such shares of Series A Preferred Stock are to be surrendered for conversion. Any such notice shall be provided by fax and mail, sent to all the holders of record of the shares of Series A Preferred Stock at each such holder's address as it appears on the stock register of the Corporation, first class postage prepaid; provided, however, that failure to give such notice or any defect therein will not affect the validity of the proceeding for conversion of all outstanding shares of Series A Preferred Stock. The holder of a share or shares of Series A Preferred Stock shall deliver to the Corporation on or prior to the Mandatory Conversion Date during regular business hours, at such place as may have been designated by the price per Next Round Security paid in Corporation, the Next Round Financing. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing for the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may to be converted, duly endorsed or assigned in blank or to the Corporation (if required by it), accompanied by written notice stating the name or names (with address) in which the certificate or certificates for Common Stock are to be issued. Such conversion Conversion shall be deemed to have been made simultaneously with effected on the conclusion Mandatory Conversion Date notwithstanding the date on which such certificate or certificates are actually received by the Corporation. As promptly as practicable after the Mandatory Conversion Date, the Corporation shall issue and deliver to or upon the written order of such holder, a certificate or certificates for the Next Round Financing, so that number of full shares of Common Stock to which such holder is entitled and such adjustment in respect of any fraction of a share as provided in subparagraph (d) below. The person in whose name the rights of the holder as certificate or certificates for Common Stock are to be issued shall be deemed to have become a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, Common Stock of record on the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timeMandatory Conversion Date. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a) This Senior Whether or not the Corporation has given notice of a redemption pursuant to Section 4, each share of Convertible Note plus interest accrued and unpaid thereon shall be Preferred Stock shall, immediately upon the occurrence of a Mandatory Conversion Event, automatically converted simultaneously with the Next Round Financing (the "Triggering Event') convert into that number of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round Financing. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities Common Stock. The number of shares of Common Stock to which a holder of Convertible Preferred Stock shall be entitled upon such automatic conversion shall be determined by dividing (x) the Stated Value by (y) the Conversion Price in effect at the close of business on the Business Day immediately preceding such date; provided, however, that in no event shall shares of Convertible Preferred Stock be converted into Common Stock to the extent, and at any time, the Conversion Limitation is applicable (it being understood for the purposes of this Section 8 that any securities beneficially owned by any Berkshire/Greenbriar Investor will be deemed to be beneficially owned by all Berkshire/Greenbriar Investors and that any Conversion Limitation applied under this Section 8 shall be applied as amongst the Berkshire/Greenbriar Investors pro rata, based on ownership of the Convertible Preferred Stock); provided, further, any shares of Convertible Preferred Stock which are not convertible at any time pursuant to this Section 8 due to the Conversion Limitation shall remain outstanding and entitled to all of the rights and privileges contained in this Certificate of Designations. Any holder's shares of Convertible Preferred Stock not convertible pursuant to this Section 8 due to the Conversion Limitation shall, immediately upon such time as the Conversion Limitation is no longer applicable to such holder, automatically convert into fully-paid and non-assessable shares of Common Stock in accordance with the formula provided for in the immediately preceding sentence of this Section 8. Any conversion pursuant to this Section 8 shall occur automatically and without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent. Upon the occurrence of such automatic conversion of the Convertible Preferred Stock, the Corporation shall provide written notice to the holders of the Convertible Preferred Stock and the holders of the Convertible Preferred Stock shall, a reasonable time thereafter, surrender the certificates representing such shares at the office of the Corporation or any transfer agent for the Convertible Preferred Stock. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which this Senior the shares of Convertible Note may Preferred Stock surrendered were convertible on the date on which such automatic conversion occurred. All certificates evidencing shares of Convertible Preferred Stock which are required to be converted. Such surrendered for conversion shall in accordance with the provisions hereof shall, from and after the occurrence of the Mandatory Conversion Event, be deemed to have been made simultaneously with retired and cancelled and the conclusion shares of Convertible Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the Next Round Financing, so that the rights failure of the holder as a holder of this Senior Convertible Note shall cease with respect or holders thereof to this Senior Convertible Note at surrender such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timecertificates. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. i. In the event that the 90-Day VWAP Price of common Capital Stock of Parent Borrower equals or exceeds a price per share equal to the Term Loan B Conversion Price multiplied by five (a5) This Senior Convertible Note plus interest and no Event of Default then exists or would arise as a result thereof and the Parent Borrower is listed on an Approved Exchange (hereinafter, the “Mandatory Conversion Event”), then, without any notice or any other action required by Lender or otherwise, the Converted Debt Amount shall be converted automatically into common Capital Stock of Parent Borrower. Parent Borrower shall promptly (but in any event within ten (10) Business Days of the date on which the Mandatory Conversion Event first occurred) (A) deliver to Lender or its designee one or more stock certificates, which stock certificates may include appropriate restrictive legends to the extent applicable, evidencing the shares of common Capital Stock of Parent Borrower that are to be issued to Lender or its designee as required pursuant to this Section 2.9(b)(i) and (B) pay Lender in cash all accrued and unpaid thereon shall be automatically converted simultaneously interest (including interest accrued but not yet capitalized and subject to Lender’s election under Sections 2.4 and 2.5(a)(iii)) on the Converted Debt Amount to and until the date of the Mandatory Conversion Event and such other fees and Secured Obligations outstanding with respect thereto. ii. Notwithstanding Section 2.9(b)(i) to the Next Round Financing (contrary, in the "Triggering Event') into event that number of fully paid and non-assessable Next Round Securities a Mandatory Conversion Event arises on or prior to the date which is six (6) months following the Closing Date, then, at Borrowers’ option upon at least two (2) Business Days prior written notice to Lender thereof (such notice to state that it is a “Section 2.9(b)(ii) Option Conversion Notice”), Borrowers shall have the option to convert the Converted Adjusted Debt Amount into shares of common Capital Stock of Parent Borrower in lieu of the amounts otherwise required pursuant to Section 2.9(b)(i), provided that Parent Borrower shall promptly (but in any event within ten (10) Business Days of the date on which the Mandatory Conversion Event occurred) (A) deliver to Lender or its designee one or more stock certificates, which stock certificates may include appropriate restrictive legends to the extent applicable, evidencing the shares of common Capital Stock of Parent Borrower that are to be issued to Lender or its designee as required pursuant to this Section 2.9(b)(ii) and (B) pay Lender in cash an amount equal to all accrued and unpaid interest on the quotient obtained by dividing Converted Adjusted Debt Amount to and until the then date of the date of repayment (subject to Lender’s election under Sections 2.4 and 2.5(a)(iii)), the Term Loan Prepayment Charge applicable to the Converted Adjusted Debt Amount and all other fees and other Secured Obligations applicable to the Converted Adjusted Debt Amount. Following such conversion of the Converted Adjusted Debt Amount, the remaining aggregate principal amount of the Term Loan B, all accrued and unpaid interest thereon (including interest accrued but not yet capitalized) and all other fees and Secured Obligations with respect thereto shall remain outstanding as Secured Obligations hereunder. iii. Notwithstanding Section 2.9(b)(i) to the contrary, in the event that (x) a Mandatory Conversion Event arises after the date which is six (6) months following the Closing Date but before (and not including) the first anniversary of the Closing Date and (y) Borrowers have not previously exercised the option of the Borrowers to convert the Converted Adjusted Debt Amount into shares of common Capital Stock of Parent Borrower as provided in Section 2.9(b)(ii), then, at Borrowers’ option upon at least two (2) Business Days prior written notice to Lender thereof (such notice to state that it is a” Section 2.9(b)(iii) Option Conversion Notice”), Borrowers shall have the option to convert the Converted Adjusted Debt Amount into shares of common Capital Stock of Parent Borrower in lieu of the amounts otherwise required pursuant to Section 2.9(b)(i); provided that Parent Borrower shall promptly (but in any event within ten (10) Business Days of the date on which the Mandatory Conversion Event occurred) (A) deliver to Lender or its designee one or more stock certificates, which stock certificates may include appropriate restrictive legends to the extent applicable, evidencing the shares of common Capital Stock of Parent Borrower that are to be issued to Lender or its designee as required pursuant to this Section 2.9(b)(iii) and (B) pay Lender in cash an amount equal to all accrued and unpaid interest on the Converted Adjusted Debt Amount (including interest accrued but not yet capitalized and subject to Lender’s election under Sections 2.4 and 2.5(a)(iii)) to and until the date of repayment, the Term Loan B Conversion Opt Out Fee, the Term Loan Prepayment Charge applicable to the Converted Adjusted Debt Amount and all other fees and other Secured Obligations applicable to the Converted Adjusted Debt Amount. Following such conversion and the payment of amounts required pursuant to this Section 2.9(b)(iii), the remaining outstanding principal amount of this Senior Convertible Note plus interest the Term Loan B in an amount of $2,500,000 shall be deemed cancelled and repaid in full. iv. Notwithstanding Section 2.9(b)(i) to the contrary, in the event that (x) a Mandatory Conversion Event exists during or arises after the date which is six (6) months following the Closing Date but before (and not including) the first anniversary of the Closing Date and (y) Borrowers have previously exercised the option of the Borrowers to convert the Converted Adjusted Debt Amount into shares of common Capital Stock of Parent Borrower as provided in Section 2.9(b)(ii), then, at Borrowers’ option upon at least two (2) Business Days prior written notice to Lender thereof (such notice to state that it is a “Section 2.9(b (iv Prepayment Notice”), Borrowers shall have option to prepay the Term Loan B as hereinafter provided. Within five (5) Business Days of the date Borrowers’ “Section 2.9(b)(iv) Prepayment Notice” is received by the Lender (and in any event prior to the first anniversary of the Closing Date), Borrowers shall pay Lender in full in cash an amount equal to the aggregate outstanding principal amount of the Term Loan B, all accrued and unpaid interest thereon (including interest accrued but not yet capitalized and subject to Lender’s election under Sections 2.4 and 2.5(a)(iii)), the Term Loan B Conversion Opt Out Fee, the Term Loan Prepayment Charge applicable to Term Loan B being prepaid and all other fees and other Secured Obligations applicable to the date Term Loan B, provided upon payment of conversion by the price per Next Round Security paid amounts required pursuant to this Section 2.9(b)(iv), the outstanding principal amount on the Term Loan B in the Next Round Financingan amount equal to $2,500,000 shall be deemed cancelled and repaid in full. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder v. For purposes of this Senior Convertible Note a certificate or certificates representing determining the number of fully paid and non-assessable shares of Next Round Securities into which common Capital Stock of Parent Borrower to be issued as provided in this Senior Convertible Note may be converted. Such conversion paragraph (b), Lender shall be deemed to have been made simultaneously with the conclusion promptly (A) (but in any event within five (5) Business Days of the Next Round Financingoccurrence Mandatory Conversion Event) calculate such number as follows: (x) the Converted Debt Amount, divided by (y) the Term Loan B Conversion Price; or (B) (but in any event within two (2) Business Days of receiving a “Section 2.9(b)(ii) Option Conversion Notice” or a “Section 2.9(b)(iii) Option Conversion Notice”) calculate such number as follows: (x) the Converted Adjusted Debt Amount, divided by (y) the Term Loan B Conversion Price. The failure of or delay by the Lender to so that provide the rights foregoing calculation shall not abrogate or limit, in any manner, the Borrowers obligations under this Section 2.9. In the event of any dispute in the calculation of the holder number of shares of common Capital Stock of Borrower to be issued and delivered to Lender or its designee as a holder provided in this Section 2.9(b), Borrowers and Lender agree to review the calculation and determine such number of this Senior Convertible Note shares in good faith and without delay. Parent Borrower shall cease with respect to this Senior Convertible Note at such time (including, without limitation, have the right to receive the principal pay cash in lieu of any fractional shares to be issued pursuant to this Senior Convertible Note other than in the form of Next Round SecuritiesSection 2.9(b), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon shall be automatically converted simultaneously with Upon the Next Round Financing (closing of the "Triggering Event') into that number sale of fully paid and non-assessable Next Round shares of Common Stock in an underwritten firm commitment initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, in which is equal the price to the quotient obtained by dividing public per share is at least three times the highest Conversion Price then outstanding principal amount of this Senior Convertible Note plus interest accrued in effect (such an offering, a “Qualified Public Offering,” and unpaid thereon to the date of such offering, the “IPO Mandatory Conversion Date”), (i) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion by rates and (ii) all provisions included under the price per Next Round Security paid in caption “Preferred Stock”, and all references to the Next Round FinancingPreferred Stock, shall be deleted and shall be of no further force or effect. (b) Promptly after the Triggering Event the Company Each share of Preferred Stock shall deliver or cause to automatically be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable converted into shares of Next Round Securities into which this Senior Convertible Note may be convertedCommon Stock at the then effective conversion rate upon the written election of the holders of not less than 75% in voting power of the then outstanding shares of Preferred Stock to require such mandatory conversion. Such conversion shall be deemed to have been made simultaneously occurred on the date of such written election (the “Special Conversion Date”; together with the conclusion of the Next Round FinancingIPO Mandatory Conversion Date, so that the rights of the holder as each a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities“Mandatory Conversion Date”), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at All holders of record of shares of Preferred Stock shall be given written notice of the relevant Mandatory Conversion Date and the place designated for mandatory conversion of all times reserve and keep available out such Preferred Stock pursuant to this Section 5. Such notice need not be given in advance of its authorized Next Round Securities (the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, to each record holder of Preferred Stock at such time as such Securities are authorized) solely holder’s address last shown on the records of the transfer agent for the purpose Preferred Stock (or the records of issue the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder of shares of Preferred Stock shall surrender his or delivery upon conversion of this Senior Convertible Note as herein providedits certificate or certificates for all such shares to the Corporation at the place designated in such notice, such and shall thereafter receive certificates for the number of Next Round Securities as shares of Common Stock to which such holder is entitled pursuant to this Section 5. On the Mandatory Conversion Date, all outstanding shares of Preferred Stock shall then be issuable or deliverable upon the conversion deemed to have been converted into shares of this Senior Convertible Note. The Company covenants that all Next Round Securities Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock) will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for such Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his or its written order, a certificate or certificates for the number of full shares of Common Stock issuable or deliverable on such conversion in accordance with the provisions hereof and cash as provided in Section 4(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (d) All certificates evidencing shares of Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, when issued or deliveredfrom and after the Mandatory Conversion Date, be duly deemed to have been retired and validly issued cancelled and fully paid the shares of Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Preferred Stock may not be reissued, and non-assessablethe Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

Mandatory Conversion. Upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event that occurs after the Redemption Date to the extent any share of Series G Convertible Preferred remains outstanding after the Redemption Date, unless previously converted at the option of Holders in accordance with the provisions hereof, each outstanding share of Series G Convertible Preferred shall, without notice to Holders, convert automatically (athe “Mandatory Conversion”) This Senior into (A) a number of Conversion Shares equal to the Issue Price of the shares of Series G Convertible Note Preferred so converted plus interest accrued and unpaid thereon shall dividends thereon, divided by the (B) Conversion Price then in effect. No fractional shares or securities representing fractional shares will be automatically converted simultaneously with issued upon conversion; in lieu of fractional shares the Next Round Financing (Corporation will pay a cash adjustment based upon the "Triggering Event') into that number Common Stock Value as of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing close of business on the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to first Business Day preceding the date of conversion the occurrence of such Mandatory Conversion Event. Promptly following a Mandatory Conversion Event, written notice (the “Mandatory Conversion Notice”) shall be given by first class mail, postage prepaid, to each Holder who is a Holder on the price per Next Round Security paid in date such notice is given at such Holder’s address as it appears on the Next Round Financing. (b) Promptly after stock books of the Triggering Event Corporation, provided that no failure to give such notice or any deficiency therein shall affect the Company shall deliver or cause to be delivered validity of the procedures for the Mandatory Conversion as to the holder of this Senior Convertible Note a Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Each Holder shall surrender the certificate or certificates representing all shares of Series G Convertible Preferred held by such Holder to the Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the Corporation) and the Corporation shall issue to such Holder that number of shares of Class A Common Stock to which such Holder is entitled, as calculated in accordance with this paragraph; provided, however, that if a Holder shall notify the Corporation within five (5) Business Days of receipt of the Mandatory Conversion Notice that it wishes to receive Class C Common Stock in accordance with this paragraph, the Corporation shall issue such Holder an equal number of shares of Class C Common Stock to which such Holder is entitled as calculated in accordance with this paragraph. (A) In case the Corporation shall (I) pay a dividend or distribution in shares of Class A Common Stock on its shares of Class A Common Stock, (II) subdivide its outstanding shares of Class A Common Stock into a greater number of shares, (III) combine its outstanding shares of Class A Common Stock into a smaller number of shares, or (IV) issue, by reclassification of its shares of Class A Common Stock, any shares of its Capital Stock (each such transaction being called a “Stock Transaction”), then and in each such case, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of a share of Series G Convertible Preferred surrendered for conversion after the record date fixing stockholders to be affected by such Stock Transaction shall be entitled to receive upon conversion the number of fully paid and non-assessable Conversion Shares which such Holder would have been entitled to receive after the happening of such event had such share of Series G Convertible Preferred been converted immediately prior to such record date. Such adjustment shall be made whenever any Stock Transaction occurs, but shall also be effective retroactively as to shares of Next Round Securities Series G Convertible Preferred converted between such record date and the date of the happening of any such Stock Transaction. (B) If the Corporation shall, at any time or from time to time while any shares of Series G Convertible Preferred are outstanding, issue or sell any right or warrant to purchase, acquire or subscribe for shares of Class A Common Stock (including a right or warrant with respect to any security convertible into or exchangeable for shares of Class A Common Stock) generally to holders of its Common Stock (including by way of a reclassification of shares or a recapitalization of the Corporation), for a consideration on the date of such issuance or sale less than the Common Stock Value of the shares of Class A Common Stock underlying such rights or warrants on the date of such issuance or sale, then and in each such case, the Conversion Price shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which this Senior Convertible Note may shall be convertedthe sum of (I) the Common Stock Value per share of Class A Common Stock on the first Business Day after the date of the public announcement of the actual terms (including the price terms) of such issuance or sale multiplied by the number of shares of Class A Common Stock outstanding immediately prior to such issuance or sale plus (II) the aggregate Fair Market Value of the consideration to be received by the Corporation in connection with the issuance or sale of the rights or warrants plus the aggregate consideration to be received in respect of the purchase of the shares of Class A Common Stock underlying such rights or warrants, and the denominator of which shall be the Common Stock Value per share of Class A Common Stock on the Business Day immediately preceding the public announcement of the actual terms (including the price terms) of such issuance or sale multiplied by the aggregate number of shares of Class A Common Stock (I) outstanding immediately prior to such issuance or sale plus (II) underlying such rights or warrants at the time of such issuance or sale. Such conversion For the purposes of the preceding sentence, the aggregate consideration receivable by the Corporation in connection with the issuance or sale of any such right or warrant shall be deemed to be equal to the sum of the aggregate offering price (before deduction of reasonable underwriting discounts or commissions and expenses) of all such rights or warrants. No adjustment to the Conversion Price pursuant to this paragraph (B) shall be made if, in conjunction with any such issuance or sale by the Corporation generally to holders of its Common Stock, the Corporation issues or offers to sell to the Holders such rights or warrants on the same basis as the Holders would have received had their shares of Series G Convertible Preferred been converted into shares of Class A Common Stock (or Class C Common Stock, as the case may be) immediately prior to the such issuance or sale. Upon the expiration or termination of any such rights or warrants without the exercise of such rights or warrants, the Conversion Price then in effect shall be adjusted immediately to the Conversion Price which would have been in effect at the time of such expiration or termination had such rights or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued, although such adjustment shall not effect previously converted shares. (C) In the event the Corporation shall at any time or from time to time while any shares of Series G Convertible Preferred are outstanding declare, order, pay or make a dividend or other distribution generally to holders of its Common Stock in stock or other securities or rights or warrants to subscribe for securities of the Corporation or any of its subsidiaries or evidences of Indebtedness of the Corporation or any other person or pay any Extraordinary Cash Dividend (other than any dividend or distribution on the Class A Common Stock (I) referred to in paragraphs (A) or (B) above or (II) if in conjunction therewith the Corporation declares and pays or makes a dividend or distribution on each share of Series G Convertible Preferred which is the same as the dividend or distribution that would have been made simultaneously or paid with respect to such share of Series G Convertible Preferred had such share been converted into shares of Class A Common Stock immediately prior to the conclusion of record date for any such dividend or distribution on the Next Round FinancingClass A Common Stock), then, and in each such case, an appropriate adjustment to the Conversion Price shall be made so that the rights Holder of each share of Series G Convertible Preferred shall be entitled to receive, upon the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitationconversion thereof, the right number of shares of Class A Common Stock determined by multiplying (x) the number of shares of Class A Common Stock into which such share was convertible on the day immediately prior to receive the principal record date fixed for the determination of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons stockholders entitled to receive such dividend or distribution by (y) a fraction, the Next Round Securities deliverable upon conversion numerator of this Senior Convertible Note which shall be treated for all purposes the Common Stock Value per share of Class A Common Stock as having become of such record date, and the denominator of which shall be such Common Stock Value per share of Class A Common Stock less the Fair Market Value per share of Class A Common Stock of such dividend or distribution (as determined in good faith by the Board of Directors, as evidenced by a Board Resolution mailed to each holder of Series G Convertible Preferred). An adjustment made pursuant to this paragraph (C) shall be made upon the opening of business on the next Business Day following the date on which any such dividend or distribution is made and shall be effective retroactively to the close of business on the record holders date fixed for the determination of stockholders entitled to receive such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timedividend or distribution. (cD) The In the event the Company covenants that it will shall, at all times reserve any time or from time to time while any shares of Series G Convertible Preferred are outstanding, repurchase (a “Repurchase”) any portion of the Class A Common Stock from holders generally at a premium over the Common Stock Value thereof on the next trading day immediately preceding the consummation of such Repurchase, then and keep available out in the case of its authorized Next Round Securities each Repurchase the Conversion Price in effect immediately prior thereto shall be adjusted by multiplying such Conversion Price by the fraction the numerator of which is (at such time as such Securities are authorizedI) solely for the purpose product of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such (x) the number of Next Round Securities as shall then be issuable or deliverable upon shares of Class A Common Stock outstanding immediately before such Repurchase multiplied by (y) the conversion Common Stock Value per share of this Senior Convertible Note. The Company covenants that all Next Round Securities Class A Common Stock on the next trading day immediately following the consummation of such Repurchase minus (II) the aggregate purchase price of the Repurchase and the denominator of which shall be so issuable or deliverable shallthe product of (x) the number of shares of Class A Common Stock outstanding immediately before such Repurchase minus the number of shares of Class A Common Stock Repurchased by the Company multiplied by (y) the Common Stock Value per share of Class A Common Stock on the next trading day immediately following the consummation of such Repurchase. Such adjustment shall be made whenever any such Repurchase occurs, when issued or delivered, but shall also be duly effective retroactively as to shares of Series G Convertible Preferred converted between such record date and validly issued and fully paid and non-assessablethe date of the happening of any such Repurchase.

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon shall be automatically converted simultaneously with In the Next Round Financing (event that the "Triggering Event') into that number of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion gross proceeds realized by the price per Next Round Security paid Company in the Next Round FinancingFinancing are at least $5,000,000, then each Holder shall be required to convert this Convertible Note into the Conversion Securities issued in the Next Financing (a “Mandatory Conversion”) at the Next Financing Conversion Rate. The effective date of the Mandatory Conversion shall be the fifteenth (15th) Business Day following the first closing of the Next Financing at which the Company realizes gross proceeds of at least $5,000,000 (the “Mandatory Conversion Effective Date”). (b) Promptly after In the Triggering Event case of a Mandatory Conversion, the Company shall deliver or cause to be delivered to the holder entire principal amount of this Senior Convertible Note a certificate or certificates representing Note, and all accrued and unpaid interest thereon, shall, immediately upon the Mandatory Conversion Effective Date, automatically be converted into the Conversion Securities and thereafter each Holder shall receive the number of fully paid Conversion Securities as determined in accordance with Sections 3(c) and non-assessable shares 3(d), above. The Company agrees that it shall in good faith, promptly take and any all such corporate action as may, in the opinion of Next Round Securities into which this Senior its counsel, be necessary, upon the effectiveness of the Mandatory Conversion, to expeditiously effect the conversion of the Convertible Note may be convertedinto Conversion Securities and the Holder agrees to comply with the applicable procedures for effectuating a Mandatory Conversion, as specified herein or in separate written instructions delivered by the Company or its transfer agent. Such conversion The Holder shall be deemed to have been made simultaneously with the conclusion of the Next Round Financingbe, so that the rights of the holder as and treated as, a holder of such number of Conversion Securities as to which this Senior Convertible Note is convertible into at the close of business on the Mandatory Conversion Effective Date. As of such date, this Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, solely represent the right to receive the principal that number of Conversion Securities into which it is convertible and this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become cancelled upon issuance of the record holders of such Next Round certificates representing the Conversion Securities at such time, and such conversion shall be at into which the conversion rate in effect at such timeConvertible Note is converted. (c) The In order to effect a Mandatory Conversion hereunder, the Company covenants that it will shall use commercially reasonable efforts to deliver to each Holder written notice thereof (a “Mandatory Conversion Notice”) on or before 5:00 p.m. (eastern time) at all times reserve and keep available out least ten (10) calendar days before the Mandatory Conversion Effective Date. Notwithstanding the delivery by the Company of its authorized Next Round Securities (at such time as such Securities are authorized) solely for a Mandatory Conversion Notice, nothing contained herein shall be deemed to limit in any way the purpose right of issue a Holder to convert this Convertible Note into Conversion Shares prior to the Mandatory Conversion Effective Date. Any failure by the Company to deliver the Mandatory Conversion Notice within the timeframe set forth above shall not restrict or delivery upon conversion encumber the ability of the Company to cause the Mandatory Conversion of this Senior Convertible Note in any manner other than that in such an event, the Mandatory Conversion Effective Date for this Convertible Note shall be deemed to be the tenth (10th) calendar day following the date of the Mandatory Conversion Notice. Except as herein providedmay be specifically required in this Section 4, such number in the event of Next Round a Mandatory Conversion, the Company and the Holder shall follow the procedures for conversion and the delivery of Conversion Securities as shall then be issuable or deliverable upon set forth elsewhere herein with respect to the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessableNote into the Conversion Securities.

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon The Notes shall be subject to mandatory conversion ("MANDATORY CONVERSION") upon the earlier to occur of: (i) the date on which the Closing Sale Price of the Common Stock exceeds $8.00 for the 15th consecutive Trading Day or (ii) the third anniversary of the date of this Indenture. The Notes shall be automatically converted simultaneously with on the Next Round Financing Business Day following the first day on which the conditions to Mandatory Conversion have been satisfied (the "Triggering Event'MANDATORY CONVERSION DATE") into that number of fully paid and non-assessable Next Round Securities which is equal whole shares (calculated to the quotient obtained nearest 1/100th of a share) of Common Stock determined by dividing the then outstanding aggregate principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion Notes then outstanding by the price per Next Round Security paid Conversion Rate in effect on the Next Round FinancingMandatory Conversion Date. (b) Promptly after the Triggering Event the The Company shall deliver or cause to be delivered monitor the Closing Sale Price of the Common Stock and shall give written notice to the holder Trustee and the holders of this Senior Convertible Note the Notes as soon as practicable following the first date on which the conditions for a certificate or certificates representing Mandatory Conversion have been satisfied which notice shall set forth the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be convertedMandatory Conversion Date. Such conversion The Notes shall be deemed to have been made simultaneously with converted immediately prior to the conclusion close of business on the Next Round FinancingMandatory Conversion Date, so that and at such time the rights of the holder holders of the Notes as a holder holders of this Senior Convertible Note the Notes shall cease with respect to this Senior Convertible Note at such time (includingcease, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person Person or persons Persons entitled to receive the Next Round Securities deliverable Common Stock issuable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holder or holders of such Next Round Securities at such time, and such conversion Common Stock as of the Mandatory Conversion Date. The holder of any Note shall be required to surrender such Note, duly endorsed or assigned to the Company or in blank, at any office or agency of the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely maintained pursuant to Section 4.02, for the purpose of issue receiving a certificate or delivery upon conversion of this Senior Convertible Note as herein provided, such certificates for the number of Next Round Securities whole shares of Common Stock to which such holder is entitled as a result of the Mandatory Conversion. As promptly as practicable on or after the Mandatory Conversion Date, the Company shall then be issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable or deliverable upon the conversion Mandatory Conversion, together with payment in lieu of this Senior Convertible Noteany fraction of a share, as provided in Section 14.05. The Company covenants shall pay to the holder upon surrender of a Note for Mandatory Conversion interest accrued on such Note to the Mandatory Conversion Date (subject to the right of holders of record on the relevant record date to receive interest due on an Interest Payment Date that all Next Round Securities which shall be so issuable is on or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessableprior to the Mandatory Conversion Date).

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon shall be automatically converted simultaneously with On the Next Round Financing (the "Triggering Event') into that number of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing Mandatory Conversion Date, the then outstanding principal amount balance of this Senior the Convertible Note plus interest Loan (and any accrued and but unpaid thereon Convertible Loan Interest Payment), if any (after giving effect to any Capital Event Proceeds Distributed to the date of conversion by the price per Next Round Security paid in the Next Round Financing. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion Member on such date), shall be deemed a Capital Contribution of the Convertible Member, deemed to have been made simultaneously on a pari passu basis with the conclusion Capital Contributions made on the date hereof and the Convertible Member shall be allocated a Percentage Interest in the Company based on such deemed Contribution. Thus, the Percentage Interest of the Next Round FinancingConvertible Member on the Mandatory Conversion Date shall be a fraction, so that the rights numerator of which is the Convertible Loan Amount (and any accrued but unpaid Convertible Loan Interest Payment) outstanding on the Mandatory Conversion Date (after giving effect to any Capital Event Proceeds Distributed to the Convertible Member or Convertible Loan Interest Payments made on such date) and the denominator of which is the total of all Capital Contributions made on the date hereof (including the deemed Capital Contribution of the holder as Convertible Member on the Mandatory Conversion Date, after giving effect to any Capital Event Proceeds Distributed to the Convertible Member on such date), and the Percentage Interest of each other Member (a holder "Non- Convertible Member") shall be decreased by an amount equal to the product of this Senior (i) the Percentage Interest of the Convertible Note shall cease Member immediately following the conversion of the Convertible Loan into an Interest in the Company and (ii) a fraction the numerator of which is the Percentage Interest of the Non- Convertible Member, immediately prior to such conversion, and the denominator of which is one hundred percent (100%). Notwithstanding anything to the contrary contained herein, it is the intention of the Members that all Convertible Loan Interest Payments be made on or prior to the Mandatory Conversion Date, and that there be no accrued but unpaid Convertible Loan Interest Payments when the balance of the Convertible Loan is converted into a Percentage Interest in the Company. For purposes of calculating the Internal Rate of Return with respect to this Senior deemed Capital Contributions of the Convertible Note at such time (includingMember, without limitation, the right to receive the principal of this Senior all Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon Loan Interests Payments and the person or persons entitled origination fee attributable to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note such deemed Capital Contribution shall be treated for all purposes included as having become Distributions to the record holders Convertible Member, made as of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timedate actually paid to the Convertible Member. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a) This Senior Immediately prior to consummation of the Initial Public Offering, the entire then outstanding Principal Amount of this Convertible Note plus interest accrued and unpaid thereon shall be automatically converted simultaneously with the Next Round Financing (the "Triggering Event'Mandatory Conversion" and, together with any Optional Conversion, a "Conversion") into that a number of fully paid and non-assessable Next Round Securities which is Shares (the "Mandatory Conversion Shares" and, together with the Optional Conversion Shares, "Conversion Shares") equal to the quotient obtained by dividing the then outstanding principal amount Principal Amount divided by the Conversion Price. The Mandatory Conversion shall be effected by Obligor applying the entire then outstanding Principal Amount of this Senior Convertible Note plus interest in full payment of the Mandatory Conversion Shares to be issued in consequence of the conversion and that application shall discharge Obligor from all liability in respect of the entire then outstanding Principal Amount of this Convertible Note. As promptly as practicable, but in no event later than seven (7) Business Days, after a Mandatory Conversion, Obligor, at its expense, shall cause (i) the Mandatory Conversion Notice presented by Holder to Obligor, and any other documents necessary for such Mandatory Conversion to be effected, to be stamped by the office of the Inland Revenue Department and as appropriate under the laws of the Cayman Islands, (ii) Holder's name to be entered in the register of the members of Obligor in respect of the Mandatory Conversion Shares and (iii) to be paid to Holder all accrued and unpaid thereon to interest through and including the date of conversion by the price per Next Round Security paid Mandatory Conversion on that portion of the Principal Amount subject to such Mandatory Conversion. Notwithstanding any provision of this Convertible Note to the contrary, no Mandatory Conversion shall be deemed to have occurred unless and until Obligor shall have complied with the obligations set forth in the Next Round Financing. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion immediately preceding sentence, whereupon such Mandatory Conversion shall be deemed to have been made simultaneously with the conclusion effective as of the Next Round Financing, so that the rights date of the holder Initial Public Offering; provided, however, that no failure by Obligor to so comply with such obligations shall prohibit Holder from exercising its rights as a the holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timeMandatory Conversion Shares. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a) This Senior Convertible The Note plus interest accrued and unpaid thereon shall be amended to incorporate following provision: “Mandatory Conversion. This Debenture shall automatically converted simultaneously with convert into the Company’s equity securities, which may include common stock, convertible preferred stock, convertible debt instruments, and/or warrants exercisable for any of the foregoing, singularly or in the form of units comprised of two or more of such kinds of equity securities (the “Next Round Financing (Equity Securities”) upon the "Triggering Event') into that number closing of fully paid and non-assessable the Company’s next financing in which the Placement Agent serves as agent resulting in gross proceeds to the Company from the sale of Next Round Equity Securities which is equal of at least $4,000,000. A financing referred to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the immediately preceding sentence is referred to herein as a “Qualified Next Round Financing. ” The quantity of Next Round Equity Securities to be issued upon such conversion shall equal (i) the entire outstanding amount of this Debenture at the date of closing on a Qualified Next Round Financing divided by (ii) 80% of the price (a) per security or (b) Promptly after per unit of securities at which the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Equity Securities into which this Senior Convertible Note may be convertedare sold in the Qualified Next Round Financing. Such conversion shall be deemed to have been made simultaneously with For clarification purposes, in the conclusion event of the a Qualified Next Round Financing, so that no adjustment to the rights Conversion Price pursuant to Section 5 hereof shall be made in connection with such Qualified Next Round Financing and any adjustment to the Conversion Price previously entitled to be made in connection with the consummation of the holder as a holder Bridge Offering shall be disregarded and null and void. In the event A Qualified Next Round Financing does not occur, the adjustment of this Senior Convertible Note the Conversion Price triggered by closing of the Bridge Offering shall cease with respect be in full force and effect. The Next Round Equity Securities issued to this Senior Convertible Note at such time Holder shall have rights, preferences, privileges and restrictions (including, without limitation, registration rights, preemptive rights and any other contractual rights) identical to those granted to or received by the right to receive the principal of this Senior Convertible Note other than investors in the form of Qualified Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible NoteFinancing. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shallto cause such securities, when issued or deliveredpursuant to this Section, to be duly and validly issued and fully paid and non-assessablenonassessable, and free from all taxes, liens and charges with respect to the issuance thereof, other than any taxes, liens or charges not caused by the Company.”

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon The Issuer shall be automatically converted simultaneously with convert (a “Mandatory Conversion”) the Next Round Financing (the "Triggering Event') into that number of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding aggregate principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon Notes then outstanding into a number of shares of Common Stock computed pursuant to the Conversion Price then in effect (plus cash, if applicable, in lieu of fractional shares) if the Daily VWAP of the Common Stock on each day for any 20 consecutive Trading Days is greater than or equal to 133.6% of the Conversion Price (as adjusted) (a “Mandatory Conversion Event”). Upon the occurrence of a Mandatory Conversion Event, the Issuer shall deliver a notice (a “Mandatory Conversion Notice”) to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) not later than the open of business on the second Business Day following such Mandatory Conversion Event, which notice shall specify the date on which the Mandatory Conversion shall occur, which date shall not be later than the second Business Day following delivery of conversion by such Mandatory Conversion Notice (the price per Next Round Security paid in the Next Round Financing“Mandatory Conversion Date”). (b) Promptly after Notwithstanding the Triggering Event foregoing, a Mandatory Conversion shall not occur if, as evidenced by an Officer’s Certificate delivered to the Company shall deliver or cause Trustee and the Conversion Agent (if other than the Trustee) on the Mandatory Conversion Date, either of the conditions listed below is not satisfied on the Mandatory Conversion Date: (1) the Common Stock to be delivered to the holder upon such conversion is listed or quoted on any of this Senior Convertible Note a certificate NYSE American, The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, or certificates representing the number The NASDAQ Capital Market (or any of fully paid their respective successors), The Nasdaq Global Select Market, The New York Stock Exchange, or any of their respective successors (each, an “Eligible Market”) and non-assessable shares of Next Round Securities into which this Senior Convertible Note may shall not then be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion suspended from trading on such Eligible Market as of the Next Round Financing, so that the rights Mandatory Conversion Date; and (2) no Event of Default shall have occurred and be continuing as of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such timeMandatory Conversion Date. (c) The Company covenants that it will at all times reserve and keep available out Issuer shall not issue fractional shares of its authorized Next Round Securities (at Common Stock upon a Mandatory Conversion. Instead, the Issuer shall pay the cash value of such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable fractional shares based upon the conversion closing sale price of this Senior Convertible Note. The Company covenants the Common Stock on the Trading Day immediately preceding the Mandatory Conversion Date. (d) Interest shall cease to accrue on any Notes that all Next Round Securities which are converted on the Mandatory Conversion Date. (e) Settlement in connection with a Mandatory Conversion shall be so issuable or deliverable shall, when issued or delivered, be duly solely by Physical Settlement and validly issued and fully paid and non-assessableshall occur on the second Business Day immediately following the applicable Mandatory Conversion Date.

Mandatory Conversion. (ai) This Senior Convertible Note If at any time all of the Required Conditions (as defined in subparagraph (iii) below) are satisfied, the Corporation shall have the right, subject to the limitations set forth in Article III.D), to require the conversion (a "MANDATORY CONVERSION") of the outstanding principal amount of this Note, plus all accrued interest accrued and unpaid thereon shall be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') thereon, into that a number of fully paid and non-assessable Next Round Securities which is equal nonassessable shares of Common Stock at the Conversion Price in effect on the Effective Date of Mandatory Conversion (as defined below). If the Mandatory Conversion occurs, the Corporation and the Holders shall follow the applicable conversion procedures set forth in Article III.B (including the requirement that the Holder deliver this Note to the quotient obtained by dividing Corporation); provided, however, that the then Holder shall not be required to deliver a Notice of Conversion to the Corporation. The Holder may convert all or any portion of the outstanding principal amount of this Senior Convertible Note Note, plus all accrued interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round Financing. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note thereon, into a certificate or certificates representing the number of fully paid and non-assessable nonassessable shares of Next Round Securities into Common Stock by delivering a Notice of Conversion to the Corporation at any time prior to the Effective Date of Mandatory Conversion. (ii) The Corporation shall effect a Mandatory Conversion by giving at least 30 trading days but not more than 40 trading days' prior written notice (the "MANDATORY CONVERSION NOTICE") to the Holder, of the date on which this Senior Convertible Note may be converted. Such conversion such Mandatory Conversion is to become effective (the "Effective Date of Mandatory Conversion"), which Mandatory Conversion Notice shall be deemed to have been made simultaneously delivered to the Holder on the trading day after the Corporation's fax (with a copy sent by overnight courier) of such notice to the conclusion Holder. The Mandatory Conversion Notice shall be accompanied by a certificate of the Next Round Financing, so that the rights President of the holder Corporation certifying as to the satisfaction of the Required Conditions. No Mandatory Conversion Notice shall be effective hereunder unless it is delivered to all Holders of Notes within ten trading days of any satisfaction of all of the Required Conditions set forth in subparagraph (iii) below; provided, however, the Corporation shall be entitled to deliver such notice after such ten day period if all of the Required Conditions continue to be satisfied. The failure of the Company to deliver a holder Mandatory Conversion Notice upon satisfaction of the Required Conditions shall not preclude the Company from subsequently delivering such notice if the Required Conditions are again satisfied. Upon the surrender of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitationNote, the right Corporation shall issue and deliver to receive the principal Holder the shares of this Senior Convertible Note other than in Common Stock to which the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons Holder is entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessableMandatory Conversion.

Mandatory Conversion. (a) This Senior Subordinated Convertible Note (plus interest accrued and unpaid thereon thereon) shall be automatically converted simultaneously with on the Next Round Financing Second Closing Date (as defined in the "Triggering Event'Investment Agreement) into that number of fully paid and non-assessable Next Round Securities shares of Series B Stock which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Subordinated Convertible Note (plus interest accrued and unpaid thereon thereon) to the date of conversion by the price per Next Round Security paid in the Next Round FinancingConversion Price (as defined below). (b) Promptly after At the Triggering Event Second Closing (as defined in the Investment Agreement), the Company shall deliver or cause to be delivered to the holder of this Senior Subordinated Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities Series B Stock into which this Senior Subordinated Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round FinancingSecond Closing, so that the rights of the holder as a holder of this Senior Subordinated Convertible Note shall cease with respect to this Senior Subordinated Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Subordinated Convertible Note other than in the form of Next Round Securitiesshares of Series B Stock), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities shares of Series B Stock deliverable upon conversion of this Senior Subordinated Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities shares of Series B Stock at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities Series B Stock (at such time as such Securities are Series B Stock is authorized) solely for the purpose of issue or delivery upon conversion of this Senior Subordinated Convertible Note as herein provided, such number of Next Round Securities shares of Series B Stock as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.Subordinated Convertible

Mandatory Conversion. ‌ (a) This Senior Convertible Note plus At any time following the date that is 4 months and one day following the Issue Date and in the event that the daily VWAP of the Common Shares is greater than $0.90 for any 10 consecutive trading days, the Corporation may force the conversion of the principal amount of the then Outstanding Debentures at the Conversion Price on not less than 30 days’ notice (the “Mandatory Conversion Notice”) to the Holders and the Trustee in accordance with Article 11 hereof. Concurrently with the issuance of the Mandatory Conversion Notice, the Corporation shall issue a press release with respect to thereof.‌ (b) The Mandatory Conversion Notice shall contain the date (the “Mandatory Conversion Date”) on which the Outstanding Debentures shall be deemed to be surrendered for conversion; provided that the Mandatory Conversion Date shall be a date on which the register of the Trustee is open.‌ (c) On the Mandatory Conversion Date, the Trustee shall cancel the Outstanding Debentures held by the Debentureholders. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, his or her nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Mandatory Conversion Date, as the Holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Corporation shall electronically deposit the Common Shares in the name of the Debentureholder or deliver to such Debentureholder a certificate or certificates for such Common Shares pursuant to the terms of this Indenture and make or cause to be made any payment of interest to which such Holder is entitled in accordance with Section 4.5(d) and Section 4.4(e).‌ (d) The Holder of a Debenture converted in accordance with Section 4.5 shall be entitled to receive accrued and unpaid thereon interest in respect thereof from the date of the last Interest Payment Date up to but excluding the Mandatory Conversion Date (less applicable withholding taxes, if any), and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Mandatory Conversion Date, from which date they will for all purposes be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number of and be deemed to be issued and outstanding as fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round Financing. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.Common Shares.‌

Mandatory Conversion. (a) This Senior Upon the closing of the sale of shares of Common Stock, at a price of at least $105.0916925 per share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares), in a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, that has been effected with the consent of CellStar Telecom, Inc. ("CellStar"), which consent shall be provided by CellStar in good faith (subject to acting in the best interests of the shareholders of CellStar Corporation) (the "Mandatory Conversion Date"), (i) all outstanding shares of A Convertible Note plus interest accrued Preferred Stock and unpaid thereon all outstanding shares of B Convertible Preferred Stock shall automatically be converted without any further action by the holders of the A Convertible Preferred Stock and the B Convertible Preferred Stock into shares of Voting Common Stock, at the then effective conversion rate; provided, that, (x) all outstanding shares of Voting Common Stock is the class of Common Stock being registered and (y) the holders of Nonvoting Common Stock shall automatically be converted without any further action by the holders of the Nonvoting Common Stock into shares of Voting Common Stock, at the rate of one share of Nonvoting Common Stock for one share of Voting Common Stock, and (ii) the number of authorized shares of Convertible Preferred Stock shall be automatically converted simultaneously with reduced by the Next Round Financing (the "Triggering Event') into that number of fully paid shares of Convertible Preferred Stock that had been designated as A Convertible Preferred Stock and non-assessable Next Round Securities which is equal B Convertible Preferred Stock, and all provisions included under the caption "Convertible Preferred Stock", and all references to the quotient obtained by dividing the then outstanding principal amount A Convertible Preferred Stock and B Convertible Preferred Stock, shall be deleted and shall be of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round Financingno further force or effect. (b) Promptly All holders of record of shares of A Convertible Preferred Stock and B Convertible Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of A Convertible Preferred Stock and B Convertible Preferred Stock pursuant to this Section 5. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, to each record holder of A Convertible Preferred Stock and B Convertible Preferred Stock at such holder's address last shown on the records of the transfer agent for the A Convertible Preferred Stock and B Convertible Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder of shares of A Convertible Preferred Stock and B Convertible Preferred Stock shall surrender his or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Voting Common Stock to which such holder is entitled pursuant to this Section 5. On the Mandatory Conversion Date, all rights with respect to the A Convertible Preferred Stock and B Convertible Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock) will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Voting Common Stock into which such A Convertible Preferred Stock and B Convertible Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his or its attorney duly authorized in writing. As soon as practicable after the Triggering Event Mandatory Conversion Date and the Company surrender of the certificate or certificates for A Convertible Preferred Stock and B Convertible Preferred Stock, the Corporation shall deliver or cause to be issued and delivered to the holder of this Senior Convertible Note such holder, or on his or its written order, a certificate or certificates representing for the number of fully paid and non-assessable full shares of Next Round Securities into Voting Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 4(c) in respect of any fraction of a share of Voting Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of A Convertible Preferred Stock and B Convertible Preferred Stock which this Senior Convertible Note may are required to be converted. Such surrendered for conversion shall in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been made simultaneously with retired and cancelled and the conclusion shares of A Convertible Preferred Stock and B Convertible Preferred Stock represented thereby converted into Voting Common Stock for all purposes, notwithstanding the Next Round Financing, so that the rights failure of the holder as a holder of this Senior Convertible Note shall cease with respect or holders thereof to this Senior Convertible Note at surrender such time (including, without limitation, the right certificates on or prior to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Notedate. The Company covenants that all Next Round Securities which shall Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be so issuable or deliverable shall, when issued or delivered, be duly necessary to reduce the authorized A Convertible Preferred Stock and validly issued and fully paid and non-assessable.B

Mandatory Conversion. At such time as (a) This Senior Convertible Note plus interest accrued Dakota's common stock is first registered under the Securities Act (including a sufficient number of shares of Dakota common stock to be issued pursuant to this Section 9), (b) the contemplated business corporation conversion is approved by the requisite vote of Dakota's members and unpaid thereon shall (c) a Certificate of Amendment is issued by the South Dakota Secretary of State concerning the amendments to Dakota's Articles of Incorporation required to consummate the business corporation conversion (the date on which the last of these requirements is satisfied being referred to as the "Conversion Date"), the Dakota Preferred Stock will automatically be automatically converted simultaneously into whole shares of Dakota common stock. The number of shares of Dakota common stock issuable to Sellers upon such conversion will be set such that Sellers, as the sole owners of the Dakota Preferred Stock, will collectively receive such number of shares of Dakota common stock that would equal 6.75 percent of the outstanding shares of Dakota common stock after conversion assuming (y) that the conversion was effected on November 30, 1996 and (z) that all patronage credits outstanding on the books and records of Dakota as of that date, reduced by the amount of cash used by Dakota in connection with the Next Round Financing business corporation conversion to retire patronage credits or cash out odd-lot holders (the "Triggering Event') not to exceed $500,000), were converted into that number additional outstanding shares of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding principal amount Dakota common stock. Any shares of this Senior Convertible Note plus interest accrued and unpaid thereon to Dakota Preferred Stock issued after the date of this Agreement in payment of any Non- Liquidity Fee under Section 4 above or upon exercise of any Warrants granted to Sellers shall be converted into shares of Dakota common stock at the same per share ratio as the shares converted under the foregoing conversion by the price per Next Round Security paid in the Next Round Financing. (b) Promptly formula. On or after the Triggering Event the Company shall deliver or cause Conversion Date, Sellers agree to be delivered to the holder of this Senior Convertible Note a certificate or surrender their certificates representing Dakota Preferred Stock as requested by Dakota and in a form properly endorsed and completed for conversion and each Seller hereby irrevocably constitutes and appoints Dakota as his lawful attorney-in-fact to execute and deliver any necessary conveyances, assignments and assurances and to do all acts necessary, proper and convenient to effectuate the number foregoing surrender of fully paid the Dakota Preferred Stock certificates and non-assessable the conversion of the Dakota Preferred Stock into shares of Next Round Securities into which this Senior Convertible Note may be convertedDakota common stock. Such conversion shall be deemed to have been made simultaneously with It is the conclusion intent of the Next Round Financing, so Parties that on the rights of Conversion Date each certificate representing the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, Dakota Preferred Stock will represent only the right to receive the principal shares of Dakota common stock as provided in this Senior Convertible Note Agreement and no other than in the form right or benefit. No certificates for fractional share interests of Next Round Securities), interest shall cease Dakota common stock need to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable be issued upon conversion of this Senior Convertible Note shall be treated for the Dakota Preferred Stock. Instead, Dakota may, in its sole discretion, settle all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate fractional share interests in effect at such timecash. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a) This Senior Subordinated Convertible Note (plus interest accrued and unpaid thereon thereon) shall be automatically converted simultaneously with on the Next Round Financing Second Closing Date (as defined in the "Triggering Event'Investment Agreement) into that number of fully paid and non-assessable Next Round Securities shares of Series B Stock which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Subordinated Convertible Note (plus interest accrued and unpaid thereon to the date of conversion conversion) by the price per Next Round Security paid in the Next Round FinancingConversion Price (as defined below). (b) Promptly after At the Triggering Event Second Closing (as defined in the Investment Agreement), the Company shall deliver or cause to be delivered to the holder of this Senior Subordinated Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities Series B Stock into which this Senior Subordinated Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, Second Closing so that the rights of the holder as a holder of this Senior Subordinated Convertible Note shall cease with respect to this Senior Subordinated Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Subordinated Convertible Note other than in the form of Next Round Securitiesshares of Series B Stock), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities shares of Series B Stock deliverable upon conversion of this Senior Subordinated Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities shares of Series B Stock at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities Series B Stock (at such time as such Securities are Series B Stock is authorized) solely for the purpose of issue or delivery upon conversion of this Senior Subordinated Convertible Note as herein provided, such number of Next Round Securities shares of Series B Stock as shall then be issuable or deliverable upon the conversion of this Senior Subordinated Convertible Note. The Company covenants that all Next Round Securities shares of Series B Stock which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable. (d) No fractional shares of Series B Stock shall be issued upon conversion of this Note and the Corporation shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the Current Market Price (as defined in the Certificate of Incorporation of Bluefly, Inc., a Delaware corporation, attached as Exhibit C to the Investment Agreement) of the number of shares of Common Stock into which one share of Series B Stock is converted on the applicable date of conversion of this Subordinated Convertible Note.

Mandatory Conversion. i. In the event that the 90-Day VWAP Price of common Capital Stock of Parent Borrower equals or exceeds a price per share equal to the Term Loan B Conversion Price multiplied by five (a5) This Senior Convertible Note plus interest and no Event of Default then exists or would arise as a result thereof and the Parent Borrower is listed on an Approved Exchange (hereinafter, the “Mandatory Conversion Event”), then, without any notice or any other action required by Lender or otherwise, the Converted Debt Amount shall be converted automatically into common Capital Stock of Parent Borrower. Parent Borrower shall promptly (but in any event within ten (10) Business Days of the date on which the Mandatory Conversion Event first occurred) (A) deliver to Lender or its designee one or more stock certificates, which stock certificates may include appropriate restrictive legends to the extent applicable, evidencing the shares of common Capital Stock of Parent Borrower that are to be issued to Lender or its designee as required pursuant to this Section 2.9(b)(i) and (B) pay Lender in cash all accrued and unpaid thereon shall be automatically converted simultaneously interest (including interest accrued but not yet capitalized) on the Converted Debt Amount to and until the date of the Mandatory Conversion Event and such other fees and Secured Obligations outstanding with respect thereto. ii. Notwithstanding Section 2.9(b)(i) to the Next Round Financing (contrary, in the "Triggering Event') into event that number of fully paid and non-assessable Next Round Securities a Mandatory Conversion Event arises on or prior to the date which is six (6) months following the Closing Date, then, at Borrowers’ option upon at least two (2) Business Days prior written notice to Lender thereof (such notice to state that it is a “Section 2.9(b)(ii) Option Conversion Notice”), Borrowers shall have the option to convert the Converted Adjusted Debt Amount into shares of common Capital Stock of Parent Borrower in lieu of the amounts otherwise required pursuant to Section 2.9(b)(i), provided that Parent Borrower shall promptly (but in any event within ten (10) Business Days of the date on which the Mandatory Conversion Event occurred) (A) deliver to Lender or its designee one or more stock certificates, which stock certificates may include appropriate restrictive legends to the extent applicable, evidencing the shares of common Capital Stock of Parent Borrower that are to be issued to Lender or its designee as required pursuant to this Section 2.9(b)(ii) and (B) pay Lender in cash an amount equal to all accrued and unpaid interest on the quotient obtained by dividing Converted Adjusted Debt Amount to and until the then date of the date of repayment, the Term Loan Prepayment Charge applicable to the Converted Adjusted Debt Amount and all other fees and other Secured Obligations applicable to the Converted Adjusted Debt Amount. Following such conversion of the Converted Adjusted Debt Amount, the remaining aggregate principal amount of the Term Loan B, all accrued and unpaid interest thereon (including interest accrued but not yet capitalized) and all other fees and Secured Obligations with respect thereto shall remain outstanding as Secured Obligations hereunder. iii. Notwithstanding Section 2.9(b)(i) to the contrary, in the event that (x) a Mandatory Conversion Event arises after the date which is six (6) months following the Closing Date but before (and not including) the first anniversary of the Closing Date and (y) Borrowers have not previously exercised the option of the Borrowers to convert the Converted Adjusted Debt Amount into shares of common Capital Stock of Parent Borrower as provided in Section 2.9(b)(ii), then, at Borrowers’ option upon at least two (2) Business Days prior written notice to Lender thereof (such notice to state that it is a “Section 2.9(b)(iii) Option Conversion Notice”), Borrowers shall have the option to convert the Converted Adjusted Debt Amount into shares of common Capital Stock of Parent Borrower in lieu of the amounts otherwise required pursuant to Section 2.9(b)(i); provided that Parent Borrower shall promptly (but in any event within ten (10) Business Days of the date on which the Mandatory Conversion Event occurred) (A) deliver to Lender or its designee one or more stock certificates, which stock certificates may include appropriate restrictive legends to the extent applicable, evidencing the shares of common Capital Stock of Parent Borrower that are to be issued to Lender or its designee as required pursuant to this Section 2.9(b)(iii) and (B) pay Lender in cash an amount equal to all accrued and unpaid interest on the Converted Adjusted Debt Amount (including interest accrued but not yet capitalized) to and until the date of repayment, the Term Loan B Conversion Opt Out Fee, the Term Loan Prepayment Charge applicable to the Converted Adjusted Debt Amount and all other fees and other Secured Obligations applicable to the Converted Adjusted Debt Amount. Following such conversion and the payment of amounts required pursuant to this Section 2.9(b)(iii), the remaining outstanding principal amount of this Senior Convertible Note plus interest the Term Loan B in an amount of $2,500,000 shall be deemed cancelled and repaid in full. iv. Notwithstanding Section 2.9(b)(i) to the contrary, in the event that (x) a Mandatory Conversion Event exists during or arises after the date which is six (6) months following the Closing Date but before (and not including) the first anniversary of the Closing Date and (y) Borrowers have previously exercised the option of the Borrowers to convert the Converted Adjusted Debt Amount into shares of common Capital Stock of Parent Borrower as provided in Section 2.9(b)(ii), then, at Borrowers’ option upon at least two (2) Business Days prior written notice to Lender thereof (such notice to state that it is a “Section 2.9(b)(iv) Prepayment Notice”), Borrowers shall have option to prepay the Term Loan B as hereinafter provided. Within five (5) Business Days of the date Borrowers’ “Section 2.9(b)(iv) Prepayment Notice” is received by the Lender (and in any event prior to the first anniversary of the Closing Date), Borrowers shall pay Lender in full in cash an amount equal to the aggregate outstanding principal amount of the Term Loan B, all accrued and unpaid interest thereon (including interest accrued but not yet capitalized), the Term Loan B Conversion Opt Out Fee, the Term Loan Prepayment Charge applicable to Term Loan B being prepaid and all other fees and other Secured Obligations applicable to the date Term Loan B, provided upon payment of conversion by the price per Next Round Security paid amounts required pursuant to this Section 2.9(b)(iv), the outstanding principal amount on the Term Loan B in the Next Round Financingan amount equal to $2,500,000 shall be deemed cancelled and repaid in full. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder v. For purposes of this Senior Convertible Note a certificate or certificates representing determining the number of fully paid and non-assessable shares of Next Round Securities into which common Capital Stock of Parent Borrower to be issued as provided in this Senior Convertible Note may be converted. Such conversion paragraph (b), Lender shall be deemed to have been made simultaneously with the conclusion promptly (A) (but in any event within five (5) Business Days of the Next Round Financingoccurrence Mandatory Conversion Event) calculate such number as follows: (x) the Converted Debt Amount, divided by (y) the Term Loan B Conversion Price; or (B) (but in any event within two (2) Business Days of receiving a “Section 2.9(b)(ii) Option Conversion Notice” or a “Section 2.9(b)(iii) Option Conversion Notice”) calculate such number as follows: (x) the Converted Adjusted Debt Amount, divided by (y) the Term Loan B Conversion Price. The failure of or delay by the Lender to so that provide the rights foregoing calculation shall not abrogate or limit, in any manner, the Borrowers obligations under this Section 2.9. In the event of any dispute in the calculation of the holder number of shares of common Capital Stock of Borrower to be issued and delivered to Lender or its designee as a holder provided in this Section 2.9(b), Borrowers and Lender agree to review the calculation and determine such number of this Senior Convertible Note shares in good faith and without delay. Parent Borrower shall cease with respect to this Senior Convertible Note at such time (including, without limitation, have the right to receive the principal pay cash in lieu of any fractional shares to be issued pursuant to this Senior Convertible Note other than in the form of Next Round SecuritiesSection 2.9(b), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (a) This Senior Convertible Note plus At any time following the date that is 4 months and one day following the Issue Date and in the event that the daily VWAP of the Common Shares is greater than $0.90 for any 10 consecutive trading days, the Corporation may force the conversion of the principal amount of the then Outstanding Debentures at the Conversion Price on not less than 30 days’ notice (the “Mandatory Conversion Notice") to the Holders and the Trustee in accordance with Article 11 hereof. Concurrently with the issuance of the Mandatory Conversion Notice, the Corporation shall issue a press release with respect to thereof. (b) The Mandatory Conversion Notice shall contain the date (the “Mandatory Conversion Date”) on which the Outstanding Debentures shall be deemed to be surrendered for conversion; provided that the Mandatory Conversion Date shall be a date on which the register of the Trustee is open. (c) On the Mandatory Conversion Date, the Trustee shall cancel the Outstanding Debentures held by the Debentureholders. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, his or her nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Mandatory Conversion Date, as the Holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Corporation shall electronically deposit the Common Shares in the name of the Debentureholder or deliver to such Debentureholder a certificate or certificates for such Common Shares pursuant to the terms of this Indenture and make or cause to be made any payment of interest to which such Holder is entitled in accordance with Section 4.5(d) and Section 4.4(e). (d) The Holder of a Debenture converted in accordance with Section 4.5 shall be entitled to receive accrued and unpaid thereon interest in respect thereof from the date of the last Interest Payment Date up to but excluding the Mandatory Conversion Date (less applicable withholding taxes, if any), and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Mandatory Conversion Date, from which date they will for all purposes be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number of and be deemed to be issued and outstanding as fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round FinancingCommon Shares. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. At any time the Common Stock is traded on the New York Stock Exchange (a) This Senior Convertible Note plus interest accrued or other exchange or national quotation system on which the Common Stock is then listed or quoted), Maker shall have the right, at any time and unpaid thereon shall be automatically converted simultaneously with the Next Round Financing from time to time, without penalty or premium, exercisable upon written notice to Payee (the "Triggering Event') into that number of fully paid and non-assessable Next Round Securities which is equal “Maker’s Notice”), to convert the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon (or any portion of the principal amount hereof which is $1,000 or any integral multiple thereof) into shares of Common Stock at a conversion price equal to the average closing price of a share of Common Stock on the New York Stock Exchange (or other exchange or national quotation system on which the Common Stock is then listed or quoted) over the twenty trading days ending immediately prior to the date of conversion by Maker’s Notice, but in no event greater than the price per Next Round Security paid in Conversion Price (as adjusted pursuant to Section 1.6 and as set forth below). On the Next Round Financing. (b) Promptly after date of Maker’s Notice, the Triggering Event the Company shall deliver or cause to be delivered to the holder principal amount of this Senior Convertible Note a certificate (or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into that portion which has been converted pursuant to this Senior Convertible Note may be converted. Such conversion Section 1.5) shall be deemed to have been made simultaneously with no longer be outstanding. Maker shall deliver to Payee certificates for the conclusion of the Next Round Financing, so that the rights of the holder as a holder Common Stock within ten (10) business days after receipt by Maker of this Senior Convertible Note marked “Canceled.” Maker shall cease with respect pay to Payee in cash any accrued and unpaid interest on the outstanding principal of this Senior Convertible Note at being converted calculated to the date of such time (includingconversion. Following any Fundamental Transaction, without limitationand notwithstanding anything to the contrary contained herein, the surviving entity shall have the right to receive exercise the principal mandatory conversion feature of this Senior Convertible Note other Section 1.5 utilizing such entity’s common stock at a conversion price equal to the average closing price of a share of such common stock over the twenty trading days ending immediately prior to Maker’s Notice if (i) such common stock is traded on a national securities exchange or listed on a national quotation system and (ii) such conversion price is not greater than the Conversion Price (as adjusted to take into account such Fundamental Transaction, which adjustment shall be made by the board of directors of the surviving entity in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out exercise of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities good faith judgment which shall be so issuable final and binding on Payee). Notwithstanding the foregoing or deliverable shallany other provision of this Note, when issued or delivered, this Note cannot be duly and validly issued and fully paid and non-assessablemandatorily converted unless the mandatory conversion applies ratably to all outstanding Sub Notes.