Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. In the event that all of the following conditions (the “Mandatory Conversion Conditions”) shall be met: (i) for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Shares.

Mandatory Conversion. In (a) Notwithstanding subsection 7(a), the event that Corporation may require (a “Mandatory Conversion”) each Class A Shareholder to, and each holder of Class A Common Shares may, convert all, and not less than all, the Class A Common Shares at the applicable Conversion Ratio if at any time all of the following conditions are satisfied (or otherwise waived by the “Mandatory Conversion Conditions”) shall be met:Class A Super Majority Vote): (i) the Common Shares issuable upon conversion of all the Class A Common Shares are registered for resale and may be sold by the ten Class A Shareholder pursuant to an effective registration statement and/or prospectus covering the Common Shares under the United States Securities Act of 1933, as amended (10the “U.S. Securities Act”); (ii) trading days immediately prior the Corporation is subject to the date that the Parent shall give written notice to the Holder reporting requirements of Section 13 or 15(d) of the satisfaction U.S. Exchange Act; and (iii) the Common Shares are listed or quoted (and are not suspended from trading) on a national securities exchange in the United States registered under Section 6 of the U.S. Securities Exchange Act of 1934, as amended, or quoted in a “U.S. automated inter-dealer quotation system”, as such term is used for purposes of Rule 144A(d)(3)(i). (b) In the case of a Mandatory Conversion, the Corporation will issue or cause its transfer agent to issue each Class A Shareholder of record a Mandatory Conversion Conditions notice (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after at least 20 days prior to the later record date of the completion of the OAC Merger andMandatory Conversion, if applicablewhich shall specify therein, the date that common shares of OAC are brought back to trading, the result of dividing (Ai) the then outstanding Principal Amount number of this Note, by (B) Common Shares into which the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; Class A Common Shares are convertible and (ii) the HTH Shares address of record for such Class A Shareholder. On the record date of a Mandatory Conversion, the Corporation will issue or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate cause its transfer agent that is a member to issue each Class A Shareholder of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of record on the Mandatory Conversion Notice certificates representing Common Shares (in the case of Certificated Class A Shares) or as soon thereafter as is practicable. For uncertificated Common Shares in the avoidance CDS Participant account of doubt, upon receipt record (in the case of Uncertificated Class A Shares) representing the Conversion number of Common Shares into which the Class A Common Shares are so converted and each certificate representing Certificated Class A Common Shares, the Holder may elect to sell or retain any or all of such Conversion Sharesif any, and shall be under no obligation to sell such Conversion Sharesnull and void.

Mandatory Conversion. In If (i) the event that all volume-weighted average trading price of the following conditions Common Stock on the principal national securities exchange on which the Common Stock is then listed for trading equals or exceeds the greater of (x) $2.50 per share of Common Stock or (y) $1.741 for twenty (20) trading days during the thirty (30) consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Maker provides the Maker Conversion Notice as set forth below, and (ii) the shares of Common Stock issuable upon conversion of the Note are then registered for resale pursuant to a then effective registration statement pursuant to which the Payee may currently resell such shares, then the Maker shall have the option from time to time, exercisable by delivery of written notice to the Payee substantially in the form attached hereto as Annex B (the “Mandatory Maker Conversion ConditionsNotice”), to convert all or a portion of the outstanding principal and accrued and unpaid interest then owing under this Note into a number of shares of Common Stock equal to the quotient obtained by dividing (A) shall be met: (i) for the ten (10) trading days amount of such outstanding principal and accrued and unpaid interest owing through the date immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Noteconversion, by (B) the Market Conversion Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified date specified in the Maker Conversion Notice that is no later than the second Business Day following such Maker Conversion Notice. On the date such a conversion occurs, the Maker shall pay to the Payee, in shares of Common Stock Exchange; and (iiivalued at the then Conversion Price), an amount equal to the cumulative interest (compounded quarterly) all of that, but for the Conversion Shares may be immediately sold by conversion, would have accrued on the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according amount converted pursuant to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into hereof until the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicableMaturity Date. For the avoidance of doubt, upon receipt of this Section 6(b) shall have no force and effect during or with respect to any period in which the Conversion Shares, the Holder may elect to sell Common Stock is not or retain has not been continually listed on any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Sharesnational securities exchange.

Mandatory Conversion. In Subject to the event that Right of Revocation as described in Section 10(e) below, upon the occurrence of a Liquidity Event, all of the following conditions outstanding and unpaid principal amount of this Note shall convert into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the date hereof, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) determined as provided herein (the “Mandatory Conversion ConditionsConversion”) shall be met: (i) for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares); provided, however, that in no event shall this Note convert in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issued upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder (up to a maximum of 9.99%) upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon conversion of this Section 5(bNote shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, provided however, that the Company shall only be applicable ifhave the right to pay any or all interest in cash plus (3) at the Holder’s option, Default Interest, if any, on the trading day amounts referred to in the immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares preceding clauses (or an appropriate Depositary Trust Company 1) and/or (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible2), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Shares.

Mandatory Conversion. In (a) If the event that all 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the following conditions original issuance of the Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series A Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (b) If the “Mandatory 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Conditions”Price, then the Corporation shall have the right, at its option and election, to exchange the Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series A Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (c) Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series A Preferred Stock for Common Stock pursuant to this Section A unless (i) the Common Stock shall have been validly listed for trading on the NYSE or other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as of the date of such exchange, (ii) the average daily trading volume in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, (iii) the Corporation shall have obtained the Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for use), and (v) the Corporation simultaneously exchanges the Series B Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series B Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series A Preferred Stock pursuant to this Section A (a "Notice of Exchange") shall be met: (i) for sent to the ten (10) trading holders of record of the shares of Series A Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than 45 nor fewer than 15 days immediately prior to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "Exchange Date") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the Parent right to effect such exchange. From and after the Exchange Date, all dividends on shares of Series A Preferred Stock shall give cease to accumulate and all rights of the holders thereof as holders of Series A Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Holder Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the satisfaction issuance of shares of Common Stock in such name or names. Other than such taxes, the Mandatory Conversion Conditions Corporation will pay any and all issue and other taxes (the “Mandatory Conversion Notice”other than taxes based on income) provided that such ten day trading period will occur immediately may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series A Preferred Stock pursuant to this Section A. On or after the later Exchange Date, each holder of shares of Series A Preferred Stock shall surrender the completion certificate evidencing shares of Series A Preferred Stock to the OAC Merger andCorporation at the place designated in the Notice of Exchange. As promptly as practical, if applicableand in any event within three Business Days after the Exchange Date, the date that common Corporation shall deliver or cause to be delivered as directed by the holder of shares of OAC are brought back Series A Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for which such ten (10) consecutive trading days, holder shall equal or exceed $375,000; be entitled and (ii) the HTH Shares or the OAC Sharescash in lieu of fractional shares, if any, to which such holder shall be entitled. Except as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of otherwise specified in this Note, without restriction of any kindArticle V, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Sharespurposes hereof, then the difference between such gross proceeds and (USD) $375,000 exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be included with the Principal Indebtedness Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, provided that each of the conditions to such exchange set forth in subsections (a), (b) and due and payable according (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series A Preferred Stock then outstanding. (f) Notwithstanding anything to the terms of this Notecontrary in the Registration Rights Agreement, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that event the provisions of Corporation effects an exchange pursuant to this Section 5(bA, the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) shall only be applicable if, pursuant to Section 2.1(c) of the Registration Rights Agreement during the period beginning on the trading day immediately following delivery to Exchange Date and ending 90 days after the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion SharesExchange Date.

Mandatory Conversion. In (a) If the event that all 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the following conditions original issuance of the Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (b) If the “Mandatory 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Conditions”Price, then the Corporation shall have the right, at its option and election, to exchange the Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (c) Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series B Preferred Stock for Common Stock pursuant to this Section A unless (i) the Common Stock shall have been validly listed for trading on the NYSE or other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as of the date of such exchange, (ii) the average daily trading volume in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, (iii) the Corporation shall have obtained the Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for use), and (v) the Corporation simultaneously exchanges the Series A Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series A Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series B Preferred Stock pursuant to this Section A (a "Notice of Exchange") shall be met: (i) for sent to the ten (10) trading holders of record of the shares of Series B Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than 45 nor fewer than 15 days immediately prior to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "Exchange Date") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the Parent right to effect such exchange. From and after the Exchange Date, all dividends on shares of Series B Preferred Stock shall give cease to accumulate and all rights of the holders thereof as holders of Series B Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed, repurchased or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Holder Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the satisfaction issuance of shares of Common Stock in such name or names. Other than such taxes, the Mandatory Conversion Conditions Corporation will pay any and all issue and other taxes (the “Mandatory Conversion Notice”other than taxes based on income) provided that such ten day trading period will occur immediately may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series B Preferred Stock pursuant to this Section A. On or after the later Exchange Date, each holder of shares of Series B Preferred Stock shall surrender the completion certificate evidencing shares of Series B Preferred Stock to the OAC Merger andCorporation at the place designated in the Notice of Exchange. As promptly as practical, if applicableand in any event within three Business Days after the Exchange Date, the date that common Corporation shall deliver or cause to be delivered as directed by the holder of shares of OAC are brought back Series B Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for which such ten (10) consecutive trading days, holder shall equal or exceed $375,000; be entitled and (ii) the HTH Shares or the OAC Sharescash in lieu of fractional shares, if any, to which such holder shall be entitled. Except as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of otherwise specified in this Note, without restriction of any kindArticle V, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Sharespurposes hereof, then the difference between such gross proceeds and (USD) $375,000 exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be included with the Principal Indebtedness Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, provided that each of the conditions to such exchange set forth in subsections (a), (b) and due and payable according (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series B Preferred Stock then outstanding. (f) Notwithstanding anything to the terms of this Notecontrary in the Registration Rights Agreement, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that event the provisions of Corporation effects an exchange pursuant to this Section 5(bA, the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) shall only be applicable if, pursuant to Section 2.1(c) of the Registration Rights Agreement during the period beginning on the trading day immediately following delivery to Exchange Date and ending 90 days after the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion SharesExchange Date.

Mandatory Conversion. In On the event later to occur of (x) the date that all of the following conditions (the “Mandatory Conversion Conditions”) shall be met: (i) for the is ten (10) trading days immediately prior after the Second Closing or (y) the Special Mandatory Conversion Date (as such term is defined in the Restated Charter (as defined below)) each Opting Out Purchaser shall convert the portion of such Opting Out Purchaser’s shares of the Company’s Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), Series A1 Preferred Stock, par value $0.001 per share (“Series A1 Preferred Stock”), Series B Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), and Series C Preferred Stock, par value $0.001 per share (“Series C Preferred Stock” and together with the Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock, the “Preferred Stock”) that would have automatically been converted into shares of Common Stock as a result of the Special Mandatory Conversion set forth in the Restated Charter had the Opting Out Purchaser not initially agreed to purchase the Notes that were to have been sold to such Purchaser at the Second Closing had such Purchaser not chosen to become an Opting Out Purchaser (such conversion, a “Mandatory Conversion”), and shall surrender all of such Opting Out Purchaser’s stock certificates representing shares of Preferred Stock (or, if such Opting Out Purchaser alleges that such certificates have been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the date Company to indemnify the Company against any claim that may be made against the Parent shall give written notice Company on account of the alleged loss, theft or destruction of such certificate) to the Holder Company, and shall thereafter receive from the Company certificates for the number of shares of Common Stock to which such Opting Out Purchaser is entitled pursuant this Section 1.02(e), in addition to new certificates for the shares of Preferred Stock that remain following such conversion, if any, together with cash in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion. Upon the failure by an Opting Out Purchaser to request a conversion within the time period as set forth in this Section 1.02(e), such Opting Out Purchaser hereby grants the President and Treasurer of the satisfaction Company (the “Proxies” and each a “Proxy”) a proxy coupled with an interest in all shares of Preferred Stock owned by such Opting Out Purchaser with the power to act alone and with full power of substitution, which proxy shall be irrevocable until this Agreement terminates pursuant to its terms, to request conversion of such Opting Out Purchaser’s shares of Preferred Stock into shares of Common Stock as specified in this Section 1.02(e). Upon the request of a Proxy of an Opting Out Purchaser, the Company shall effect the Mandatory Conversion Conditions called for above on its books and records and shall issue the stock certificates for the number of shares of Common Stock to which such Opting Out Purchaser is entitled pursuant this Section 1.02(e), in addition to new certificates for the shares of Preferred Stock that remain following such conversion, if any, together with cash in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion upon receipt from the Opting Out Purchaser of its old Preferred Stock certificates (the “Mandatory Conversion Notice”) provided or, if such Opting Out Purchaser alleges that such ten day trading period will occur immediately after certificates have been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the later Company to indemnify the Company against any claim that may be made against the Company on account of the completion alleged loss, theft or destruction of the OAC Merger and, if applicable, the date such certificate). Each Purchaser hereto acknowledges and agrees that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions breach of this Section 5(b1.02(e) shall only be applicable if, on the trading day immediately following delivery would result in substantial harm to the Holder Company for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that the Company shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity for breaches of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United Statesthis Section 1.02(e) and recognized by DTC or in addition shall be entitled to recover the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) costs of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of enforcing the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect against any Opting Out Purchaser who fails to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Shareseffect a Mandatory Conversion.

Mandatory Conversion. In The Preferred Stock shall be mandatorily convertible into shares of AA Group Common Stock at the event that times and in the amounts set forth below. On each of the 30th, 60th, 90th and 120th days following the Effective Date (each such date, a “Conversion Date”), Preferred Stock with an aggregate stated value equal to (i) 25% of the Total Initial Stated Value plus (ii) all dividends accrued through such date on all of the following conditions outstanding shares of Preferred Stock (the stated value of such shares and dividends, the “Mandatory Conversion ConditionsAmount”) ), shall be met: (i) for automatically converted into shares of AA Group Common Stock at a conversion price equal to 96.5% of the ten (10) trading days immediately prior VWAP, calculated as of such date, subject to the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions collar described below (the “Mandatory Preferred Conversion NoticePrice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares); provided, however, that the provisions aggregate stated value of this Section 5(b) shall only Preferred Stock to be applicable if, converted on the trading day immediately following delivery final Conversion Date shall be reduced by an amount equal to the Holder aggregate stated value of any Preferred Stock converted pursuant to the stock certificates evidencing optional conversion described below. The Debtors shall cooperate with the counsel to Ad Hoc Committee of AMR Corporation Creditors to implement in good faith the conversion mechanics described in this “Mandatory Conversion” and in “Optional Conversion” below. Optional Conversion: Preferred Stock, up to $250 million (the “Maximum Optional Conversion Shares (or an appropriate Depositary Trust Company (“DTCAmount”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of converted at any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt time in each of the Conversion SharesPeriods by the holders thereof at the Preferred Conversion Price calculated as of such date; provided, however, that in no event shall the aggregate stated value of Preferred Stock converted (including pursuant to the mandatory conversion described above) during any Conversion Period exceed the sum of (x) 25% of the Total Initial Stated Value plus all accrued dividends and (y) $250 million. In the event that, during any Conversion Period, the Holder may elect aggregate stated value of Preferred Stock for which such optional conversion is duly elected exceeds $250 million, such Preferred Stock will be converted on a “first come first serve” basis, and (i) any such election made after the Optional Conversion Cutoff Date shall not be given any effect and (ii) with respect to sell or retain any or all Preferred Stock for which an optional conversion election is duly made by the Optional Conversion Cutoff Date, the amount of such Conversion Shares, and Preferred Stock that is converted shall be under no obligation to sell cut back pro rata (among all shares for which the election was duly made on such Conversion Shares.date) to

Mandatory Conversion. In Notwithstanding anything herein to the event that all contrary, subject to the conversion limitations set forth in Section 3.2, if, after the date a registration statement covering the resale of the following conditions Conversion Shares is declared effective, and so long as such registration statement remains effective, (A) the “Mandatory closing price for any ten (10) consecutive trading days (a "Conversion Conditions”Period") shall be met: (i) for exceeds 135% of the then effective Fixed Conversion Price, the Holder will, within ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction any such Conversion Period, convert all or part of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this NoteNote plus all accrued, by but unpaid interest thereon. The Holder shall only be required to effect such a conversion referred to in the immediately preceding sentence if each of the following shall be true: (Bi) there is an effective registration statement pursuant to which the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) Holder is permitted to utilize the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) prospectus thereunder to resell all of the Conversion Shares may be immediately sold by issued to the Holder (or Holders such Conversion Shares are eligible under Rule 144 of this Note, without restriction the Securities Act); (ii) there is a sufficient number of any kind, authorized but unissued and otherwise unreserved shares of Common Stock for gross proceeds the issuance of not less than (USD) $375,000 and if all the Conversion Shares as are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery issuable to the Holder upon such conversion of this Note pursuant to this Section 3.6 and (iii) the amount of this Note to be so converted pursuant to this Section 3.6 (when combined with the amount of the stock certificates evidencing secured convertible minimum borrowing note issued by the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) Borrower to the Holder within five (5) Business Days following on the date hereof to be so converted pursuant to Section 3.6 thereof and the amount of any other promissory note issued by the Borrower to the Holder required to be similarly manditorily converted) does not exceed ten percent (10%) of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt aggregate dollar trading volume of the Common Stock during the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion SharesPeriod.

Mandatory Conversion. In (a) Subject to the event provisions of this Section 7, for so long as ADSs are listed on the Trading Market, if at any date and from time to time on or after the date that all is the third (3rd) anniversary of the following conditions Original Issuance Date, (1) the Daily VWAP of each of twenty-four (24) or more Trading Days within a period of thirty (30) consecutive Trading Days ending on such date equals or exceeds the Conversion Threshold for the applicable Trading Day and (2) the Daily VWAP of the last Trading Day of such thirty (30)-day period equals or exceeds the Conversion Threshold for such last Trading Day (collectively, the “Mandatory Conversion ConditionsTrigger Event”), the Company shall have the right to notify the Holder in accordance with the requirements and procedures set out in Section 7.3(b), whereupon all but not less than all of (a) the Principal Amount, plus (b) any Accrued Interest, plus (c) unless the Company pays such amounts in cash on the Conversion Date, any Stub Period Interest thereon that has accrued to, but excluding, the Conversion Date, shall be metconverted into Conversion Securities; provided, that the Company shall not be entitled to exercise such mandatory conversion right under this Section 7.2 unless: (i) all the Conversion Securities to be received upon conversion are either (A) available for resale under Rule 144 promulgated by the SEC under the Securities Act without volume limitations, or (B) registered for resale by the holders thereof on a delayed or continuous basis on an effective registration statement, there is no stop order with respect to such registration statement, the Conversion Securities will not be subject to any holdback or underwriter lock-up upon conversion, and the Company reasonably believes that such availability for resale under Rule 144 or registration statement will be continuously available for resale of such Conversion Securities for the ten seven (107) trading days immediately prior to Trading Days following the date that Conversion Securities Delivery Date (which 7 Trading Days cannot be the Parent shall give written notice to the Holder last seven Trading Days of the satisfaction of the Mandatory Conversion Conditions August or December) (the “Mandatory Conversion Notice7-Day Period”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000); (ii) the HTH Shares public trading of such Conversion Securities on the Trading Market shall not be subject to any blackout restrictions under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or deferral (as such term is used in Section 1.2(d) of the OAC SharesRegistration Rights Agreement) for at least the 7-Day Period following the Conversion Securities Delivery Date, as applicable, during the entirety of which the Company’s directors who are then listed and traded on a Qualified Stock Exchangenot executive officers are not subject to any trading restrictions under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies; and (iii) all any material non-public information that has been provided by the Company or its authorized representatives to the Investors’ Representative would no longer be material non-public information as of the Conversion Shares may be immediately sold by Securities Delivery Date and for the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup duration of the Conversion Shares, then the difference between such gross proceeds and 7-Day Period. (USDb) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt if the Company elects, at its sole discretion, for any Stub Period Interest with respect to this Note being converted to be paid in cash, the Company shall pay such Stub Period Interest to the holder(s) in cash on the Conversion Date. The number of Conversion Securities into which this Note shall be converted shall be determined by (i) adding (x) the Principal Amount, plus (y) the Accrued Interest, plus (z) if the Company does not pay such amounts in cash on the Conversion Date, then the full amount of such Stub Period Interest up to, but excluding, the Conversion Date, with respect to this Note and then (ii) dividing the result by the Conversion Price in effect immediately prior to such conversion, and in addition thereto, the Holder shall receive cash in lieu of any fractional shares as set out in Section 7.3(d). (c) In the event that the listing of the Conversion SharesSecurities on an international securities exchange other than the Trading Market shall occur as to which the provisions of Section 7.2 above are not strictly applicable, then the Holder may elect Company and the Holder, acting reasonably and in good faith, shall determine the appropriate adjustment to sell or retain any or all of such Conversion Sharesbe made, on a basis consistent with the essential intent and shall be under no obligation to sell such Conversion Sharesprinciples established in Section 7.2 above.

Mandatory Conversion. In If, at any time after the event that second anniversary of the Issuance Date, all of the following conditions Required Conditions (as defined below) are satisfied, then, at the “Mandatory Conversion Conditions”) shall be met: (i) for option of the ten (10) trading days immediately prior to Company exercised by the date that the Parent shall give delivery of written notice to the Holder all, but not less than all, of the satisfaction holders of the Mandatory Conversion Conditions Notes (the a “Mandatory Conversion Notice”), the Company may require the holders of the Notes to convert the remaining principal of the Notes into Common Stock pursuant to the applicable conversion procedures in Section 3(c)(i) (a “Mandatory Conversion”); provided that such ten day trading period will occur immediately after each holder of Notes shall only be required to convert its pro rata share (based on the later ratio that the aggregate outstanding principal balance of the completion Notes then held by such holder bears to the aggregate outstanding principal balance of all Notes then held by all holders) of an amount of principal of all Notes so converted in a Mandatory Conversion such that the number of shares of Common Stock issuable to all such holders of Notes in such Mandatory Conversion does not exceed, in the aggregate, the total daily trading volume as reported on Bloomberg of the OAC Merger Common Stock on the Principal Market (or such other Eligible Market on which the Common Stock is then principally traded) for the 20 consecutive Trading Days immediately preceding the Conversion Date specified in the Mandatory Conversion Notice; and, if applicableprovided further, that no holder may be forced to convert any portion of its Notes in violation of the limitations set forth in Section 3(d) hereof. In the event any holder of Notes is not required to convert the entire principal of its Notes due to the limitations set forth in this Section 3(c)(ii) or in Section 3(d) hereof, such unconverted Notes shall remain outstanding with all of the rights and privileges set forth herein or therein. As used in this Section 3(c)(ii), the date that common shares “Required Conditions” shall consist of OAC are brought back to tradingthe following: (1) the Closing Bid Price of the Common Stock for at least 20 Trading Days during any 30 consecutive Trading Day period (such period, the result “Required Condition Measurement Period”) equals or exceeds 165% of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Conversion Price for in effect on each such ten (10) consecutive trading days, shall equal or exceed $375,000Trading Day; (ii2) the HTH Shares or Equity Conditions shall have been satisfied for each day during the OAC Shares, as applicable, are then listed period starting on the first day of the Required Condition Measurement Period and traded ending on a Qualified Stock Exchange; andthe Conversion Date for the Mandatory Conversion specified in the Mandatory Conversion Notice; (iii3) all of the no Mandatory Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 shall have occurred and if the no Mandatory Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 Notice shall be deemed to be included with the Principal Indebtedness and due and payable according have been delivered to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into holders within the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, 60 consecutive Trading Day period ending on the trading day Trading Day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following preceding the date of the Mandatory Conversion Notice; and (4) the Mandatory Conversion Notice or as soon thereafter as is practicable. For shall have been delivered to such holders no more than five days following the avoidance of doubt, upon receipt last day of the applicable Required Condition Measurement Period and shall specify a Conversion Shares, Date that is no less than 15 days after the Holder may elect to sell or retain any or all date of such Mandatory Conversion Shares, and shall be under no obligation to sell such Conversion SharesNotice.

Mandatory Conversion. In The Maker shall have no direct and/or indirect right to force and/or require a conversion of all or any portion of the event that outstanding Principal of this Note or the Others Notes, other than as expressly provided in this Section 4.1(b). Notwithstanding the first sentence of this Section 4.1(b), as long as the Note has not been paid in full or converted in full, if (i) either (A) a registration statement covering the resale of all of the following conditions Conversion Shares issuable upon full conversion of this Note and all Other Notes is effective under the Securities Act (and the “Mandatory Maker has no reason to believe it will not stay effective without interruption for the foreseeable future), or (B) such Conversion Conditions”Shares are eligible for sale under Rule 144 without any limitations and/or restrictions, including, but not limited to, volume or manner-of-sale restrictions or current public information requirements, as demonstrated by a legal opinion of the Maker’s counsel addressed to the affected Holders and the Maker’s transfer agent and such transfer agent accepts such legal opinion (and the Maker has no reason to believe sales of such Conversion Shares under Rule 144 without any limitations and/or restrictions will not continue to be permitted without interruption for the foreseeable future), and (ii) shall be met: (iA) the Daily VWAP, as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time), for the ten (10) trading days consecutive Trading Days with the last Trading Day being the Trading Day immediately prior to the date Trading Day that the Parent shall give written notice to the Holder Notice of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger andas defined herein), if applicable, the date that common shares of OAC are brought back is actually sent to trading, the result of dividing (A) Holders is equal to or greater than the then outstanding Principal Amount of this Note, Conversion Price multiplied by 120%; and (B) the Market Price dollar value of the average daily trading volume, as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time), for each Trading Day in such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of Trading Day period is not less than $100,000 (USDwith each purchase and sale of a share of Common Stock counted as one (1) $375,000 and if share of Common Stock traded) on the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Sharesprincipal Trading Market, then the difference between such gross proceeds and Maker shall have the right to convert (USDa “Mandatory Conversion”) $375,000 shall be deemed to be included with the all then outstanding Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, on this Note shalland the Other Notes into Conversion Shares by providing the Holder and the Other Holders with twenty (20) Trading Days prior written notice (“Notice of Mandatory Conversion”) of such Mandatory Conversion pursuant to this Section 4.1(b), without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that notwithstanding anything to the provisions contrary provided herein or elsewhere, if, at any time prior to the Trading Day that the Mandatory Conversion is to occur (a “Mandatory Conversion Date”), as set forth in the Notice of Mandatory Conversion sent to Holders relating such particular Mandatory Conversion, any of the conditions of (i) or (ii) of this Section 5(b4.1(b) shall only be applicable if, on are not met for each Trading Day during the trading day ten (10) consecutive Trading Day period with the last Trading Day being the Trading Day immediately following delivery prior to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Date, then the Notice or as soon thereafter as is practicable. For the avoidance of doubtMandatory Conversion shall be null and void, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Sharesab initio, and no Mandatory Conversion shall be under no obligation to sell such Conversion Sharesoccur.

Mandatory Conversion. In (i) If (A) the event that all daily VWAP of the following conditions Common Shares has been at or above $32.50 (the “Mandatory Conversion ConditionsTrigger Price”) for at least 15 consecutive Trading Days (any such 15 Trading Day period being a “Trigger Period”), (B) the Common Shares to be received upon conversion are freely tradable pursuant to a effective registration statement or by non-affiliates pursuant to Rule 144 (or any successor or similar provision thereto) and (C) the Common Shares are listed on a Principal Market, the Toronto Stock Exchange or another national trading market, then the Company shall be met:have the right to require the Holder to convert this Debenture in whole, as set forth and subject to the conditions set forth below; provided that this election must apply to all Debentures equally. (iii) for To exercise its right to require the ten (10) trading days immediately prior Holder to convert this Debenture following a Trigger Period, the date that the Parent shall Company must give written notice to the Holder of a written notice in the satisfaction of the Mandatory Conversion Conditions form attached hereto as Exhibit C (the a “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately which notice must be given not later than the twentieth Trading Day after the later end of the completion of the OAC Merger andany Trigger Period, if applicable, which notice shall specify the date that common shares of OAC are brought back to trading(the “Mandatory Conversion Date”) on which this Debenture shall be converted, which date shall be not less than 10 Trading Days nor more than 20 Trading Days from the result of dividing date such notice is dispatched by the Company. On the Mandatory Conversion Date, (Ai) the then outstanding Principal Amount hereunder shall be converted into such number of this Notefully paid, validly issued and non-assessable Common Shares, as is determined by (B) dividing the Market Price for such ten (10) consecutive trading daysoutstanding Principal Amount being converted by the then Conversion Price, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Sharesany accrued and unpaid interest on this Debenture shall be paid in full, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all the rights of the Conversion Shares may be immediately sold by holders under the Debentures shall cease and the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms treated for all purposes as having become an owner of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Common Shares.

Mandatory Conversion. In Notwithstanding anything herein to the event contrary, subject to Section 8(c), on the Authorized Share Increase Date or, if all of the Equity Conditions are not satisfied on the Authorized Share Increase Date, on the first such date after the Authorized Share Increase Date if and only if such date is within and no later than fifteen (15) Trading Days after the Authorized Share Increase Date, that all of the Equity Conditions are satisfied (unless waived in writing by a Holder with respect to such Holder), the Corporation may deliver written notice of the Mandatory Conversion to all Holders (“Mandatory Conversion Notice Date”) and, subject to the Holder’s election to convert the Holder’s shares of Preferred Stock pursuant to Section 6 hereof, on the 15th day following conditions such notice (such 15th day, the “Mandatory Conversion Date”), the Corporation shall convert all of each Holder’s shares of Preferred Stock (the “Mandatory Conversion ConditionsConversion”) into Conversion Shares at the then effective Conversion Price, it being agreed that the “Conversion Date” for purposes of Section 6 herein shall be met: (i) for the ten (10) trading days immediately prior deemed to the date that the Parent shall give written notice to the Holder of the satisfaction of be the Mandatory Conversion Conditions (the “Date. The Mandatory Conversion Notice”hereunder shall not be effective unless all of the Equity Conditions are met (unless waived in writing by a Holder with respect to such Holder) provided that such ten day trading period will occur immediately on the Mandatory Conversion Notice Date through and including the Mandatory Conversion Date. For purposes of clarification, a Mandatory Conversion shall be subject to all of the provisions of Section 6, including, without limitation, Section 6(d) and the provision requiring payment of liquidated damages. If any of the Equity Conditions shall cease to be satisfied at any time on or after the later Mandatory Conversion Notice Date through and including the actual delivery of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares to the Holders, a Holder may elect to nullify the Mandatory Conversion as to such Holder by notice to the Corporation within two (2) Trading Days after the first day on which any such Equity Condition has not been satisfied (provided that if, by a provision of the Transaction Documents, the Corporation is obligated to notify the Holders of the non-existence of an Equity Condition, such notice period shall be immediately sold extended to the second Trading Day after proper notice from the Corporation) in which case the Mandatory Conversion shall be null and void, ab initio. Subject to the other terms hereof, the Corporation covenants and agrees that the Corporation will honor all Notices of Conversion that are tendered by the Holder on or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of after the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion SharesDate.

Mandatory Conversion. In On such date that the Company has (i) amended its articles of incorporation to increase the Company’s authorized shares of Common Stock by at least 7,000,000 shares of Common Stock (as adjusted for any stock splits, stock combinations or similar transactions following the date hereof and prior to the Event Date) (and in any event the number of authorized and unreserved shares of Common Stock shall be increased so that all the total number of authorized and unreserved shares of Common Stock is sufficient for the Notes to be converted into the maximum number of shares of Common Stock issuable in accordance with the terms of the following conditions Notes and for the Warrants to be exercised for the maximum number of shares of Common Stock issuable in accordance with the terms of the Warrants) (such authorized shares increase, the “Authorized Shares Increase”), (ii) either (A) entered into binding transaction documents in regards to (and closed the transactions contemplated thereby) either a new or refinanced asset-based lending facility (the “Mandatory Conversion ConditionsRefinancing”) shall be met: (i) on customary market terms for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by an asset-based lending facility or (B) the Market Price for such ten (10) consecutive trading daysMajority Investors determine, shall equal or exceed $375,000; (ii) in their sole discretion, that the HTH Shares or Company has made sufficient progress towards completion of the OAC Shares, as applicable, are then listed Refinancing and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares received shareholder approval required pursuant to Nasdaq Marketplace Rule 5635 (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For for the avoidance of doubt, upon the Company will not be required to seek approval of the shareholders under Nasdaq Marketplace Rule 5635 for the purposes of allowing any shareholder’s beneficial ownership to exceed 19.99% of the outstanding shares of Common Stock) (such date that the conditions set forth in clauses (i), (ii) and (iii) have been satisfied, the “Event Date”), all of the outstanding principal and interest accrued to the Event Date shall, subject to the Beneficial Ownership Limitation (as defined below) (if applicable), be automatically converted into: (x) a number of shares of Common Stock (the “Shares”) determined by dividing all of the outstanding principal and interest accrued to the Event Date by $[___]1 and (y) the issuance of a Common Stock Purchase Warrant, in the form attached to the Agreement, to purchase a number of shares of Common Stock underlying such Common Stock Purchase Warrant determined by multiplying the number of Shares by 0.85. At the option of the holder of this Note, in lieu of receipt of the Conversion SharesShares upon mandatory conversion pursuant to this Section or upon any optional conversion pursuant to Section 8, the Holder Investor may elect request to sell receive all or retain any portion of the Shares in the form of a pre-funded warrant to purchase the number of Shares so elected, in the same form as the Warrants, but with an exercise price for the Warrants of $0.00001 per share and no expiration date. 1 Equal to the Nasdaq Minimum Price (or all of such Conversion Shares, and shall be under no obligation Nasdaq last closing bid price for directors) + $0.10625. [$0.57475 | $0.58625] 2 Equal to sell such Conversion Shares.the Nasdaq Minimum Price (or Nasdaq last closing bid price for directors) + $0.10625. [$0.57475 | $0.58625]

Mandatory Conversion. In (i) Subject to Section 4(k)(ii) below, any Preferred Shares held on the event date which is the fourth (4th) anniversary of the Initial Closing Date, ("Mandatory Conversion Date") shall be converted free of all conversion restrictions hereunder; provided that such Mandatory Conversion Date shall be deferred, for such number of days as is equal to 1.5 times the number of days: (A) there is not and/or has not been Effective Registration (as defined in the Investment Agreement), but not including the first 110 days after the Initial Closing; (B) there is not and/or has not been a sufficient amount of Common Stock available for conversion of all outstanding Preferred Shares or exercise of all Warrants; (C) for any other reason (except miscalculation of the conversion formula by a holder of Preferred Shares or failure of such holder to deliver the materials required by Section 4(a)) the Corporation refuses or announces its refusal to honor conversion of Preferred Shares or exercise of all Warrants; or (D) there is a suspension, restriction or limitation on the ability of holders of Preferred Shares to sell Common Shares received upon conversion of Preferred Shares or under the Registration Statement and prospectus. (ii) Notwithstanding the preceding Section 4(k)(i), no holder of Preferred Shares shall be obligated to convert any Preferred Shares held by such holder on the Mandatory Conversion Date unless and until each of the following conditions (the “Mandatory Conversion Conditions”) has been satisfied or exists, each of which shall be meta condition precedent to any such forced conversion: (iA) for no material default or breach exists, and no event shall have occurred which constitutes (or would constitute with notice or the ten (10passage of time or both) trading days immediately prior to the date that the Parent shall give written notice to the Holder a material default or breach of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicableInvestment Agreement, the date that common shares of OAC are brought back to tradingRegistration Rights Agreement, the result Warrants or this Certificate of dividing (A) the then outstanding Principal Amount of this Note, by Designations; (B) none of the Market Price for such ten events described in clauses (10i) consecutive trading days, through (v) of Section 2(b) of the Registration Rights Agreement shall equal or exceed $375,000have occurred and be continuing; (iiC) Effective Registration has occurred and is continuing and has continuously existed for the prior 30 consecutive Trading Days; (D) the HTH Shares Corporation has assets with a net realizable fair market value exceeding its liabilities and is able to pay all its debts as they become due in the ordinary course of business, and the Corporation is not and has not been subject to any liquidation, dissolution or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchangewinding up of its affairs; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Shares.

Mandatory Conversion. In (i) If at any time after the event that all Issuance Date, the closing per share price of the following conditions Common Stock exceeds $5.00 (as such price may be proportionally adjusted for stock splits, reverse splits, stock dividends and recapitalizations) for 30 consecutive Trading Days (the “Pricing Event”), and further provided that the Registration Statement has been effective for at least such 30 Trading Day period, including the Mandatory Conversion Conditions”) Date (as defined below), the Company shall be met: (i) for have the ten (10) trading days immediately prior to the date that the Parent shall give written option, exercisable by delivering an irrevocable notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided to provide that such ten day trading period will occur immediately after the later Note (including the Principal Amount and all accrued and unpaid interest) shall be converted at the then-applicable Conversion Price on a date (the “Mandatory Conversion Date”) at least 30 but no more than 60 days from the date of the completion Mandatory Conversion Notice. The foregoing shall not affect the right of the OAC Merger and, if applicable, Holder to convert this Note pursuant to Section 5(a) above at all times up to and including the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000;Mandatory Conversion Date. (ii) Notwithstanding the HTH Shares or the OAC Sharespreceding subsection (h)(i), as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the this Note shall not be obligated to convert this Note on a Mandatory Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member Date unless and until each of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), following conditions has been satisfied at all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice times from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as up to and including the Mandatory Conversion Date: (A) The Registration Statement has been effective; (B) No Event of Default has occurred and is practicable. For continuing; and (C) The Holder has received unlegended certificates representing shares of Common Stock with respect to all conversions for which Conversion Notices have been given. (iii) A mandatory conversion shall be subject to and governed by all the avoidance of doubt, upon receipt provisions relating to voluntary conversion of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion SharesNote contained herein.

Mandatory Conversion. In If the event that all price of the following conditions Company’s Common Stock shall remain at a closing price of $3.50 or more for a period of twenty consecutive Trading Days, the Company shall have the right to require the Holder to convert all, or any part, of the Conversion Amount of this Note into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 3(c) hereof at the Conversion Rate with respect to the Conversion Amount (the “Mandatory Conversion ConditionsConversion”) shall be met: (i) for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction of ). The Company may only effect the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later if each of the completion of Equity Conditions shall have been met (unless waived in writing by the OAC Merger andHolder) and subject to the Holder’s Conversion Limitations set forth above in Section 3(d), if applicable. “Equity Conditions” means, during the date that common period in question, (a) the Company shall have duly honored all conversions scheduled to occur or occurring by virtue of one or more Conversion Notices of the Holder, if any, (b)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of OAC are brought back Common Stock issuable pursuant to tradingthe Note (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the result of dividing (Aforeseeable future) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares issuable pursuant to the Note may be immediately sold resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the Holder counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (c) the Common Stock is trading on an Eligible Market and all of the shares issuable pursuant to the Note are listed or Holders quoted for trading on such Eligible Market (and the Company believes, in good faith, that trading of this the Common Stock on a Eligible Market will continue uninterrupted for the foreseeable future), (d) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Note, without restriction (e) there is no existing Event of any kindDefault and no existing event which, for gross proceeds with the passage of not less than time or the giving of notice, would constitute an Event of Default and (USDf) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup issuance of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and shares in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery question to the Holder would not violate the limitations set forth in Section 3(d) herein. The mechanics of the stock certificates evidencing the conversion set forth in Section 3(c) shall apply to any Mandatory Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) as if the Conversion Shares are DTC and/or CDS eligible), all (Company and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice Transfer Agent had received from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of on the Mandatory Conversion Date a Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of with respect to the Conversion SharesAmount being converted pursuant to the Mandatory Conversion. If the Holder is in possession of any material non-public information at the time the Company exercises its right of Mandatory Conversion, the Holder may elect to sell or retain any or all Company shall publicly disclose such material non-public information regarding the exercise of its right of Mandatory Conversion within one Trading Day of such Conversion Shares, and shall be under no obligation to sell such Conversion Sharesexercise by the Company.”

Mandatory Conversion. In (a) Subject to the event that all provisions of this Section 7, for so long as ADSs are listed on the Trading Market, if at any date and from time to time on or after the Original Issuance Date, (1) the Daily VWAP of each of twenty-four (24) or more Trading Days within a period of thirty (30) consecutive Trading Days ending on such date equals or exceeds the Conversion Threshold for the applicable Trading Day and (2) the Daily VWAP of the following conditions last Trading Day of such thirty (30)-day period equals or exceeds the Conversion Threshold for such last Trading Day (collectively, the “Mandatory Conversion ConditionsTrigger Event”), the Company shall have the right to notify the holders of Series A-1 Preferred Shares in accordance with the requirements and procedures set out in Section 7.3(b), whereupon all but not less than all of the outstanding Series A-1 Preferred Shares (including any fraction of a Series A-1 Preferred Share) held by such holders, plus (a) any unpaid, accrued and accumulated dividends thereon as of the immediately preceding Dividend Payment Date and (b) unless the Company pays such amounts in cash on the Conversion Date, any unpaid, accrued and accumulated dividends thereon that have accrued from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, shall be metconverted into Conversion Securities; provided, that the Company shall not be entitled to exercise such mandatory conversion right under this Section 7.2 unless: (i) all the Conversion Securities to be received upon conversion are either (A) available for resale under Rule 144 promulgated by the U.S. Securities and Exchange Commission under the Securities Act without volume limitations, or (B) registered for resale by the holders thereof on a delayed or continuous basis on an effective registration statement, there is no stop order with respect to such registration statement, the Conversion Securities will not be subject to any holdback or underwriter lock-up upon conversion, and the Company reasonably believes that such availability for resale under Rule 144 or registration statement will be continuously available for resale of such Conversion Securities for the ten seven (107) trading days immediately prior to Trading Days following the date that Conversion Securities Delivery Date (which 7 Trading Days cannot be the Parent shall give written notice to the Holder last seven Trading Days of the satisfaction of the Mandatory Conversion Conditions August or December) (the “Mandatory Conversion Notice7-Day Period”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000); (ii) the HTH Shares public trading of such Conversion Securities on the Trading Market shall not be subject to any blackout restrictions under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or deferral (as such term is used in Section 1.2(d) of the OAC SharesRegistration Rights Agreement) for at least the 7-Day Period following the Conversion Securities Delivery Date, as applicable, during the entirety of which the Company’s directors who are then listed and traded on a Qualified Stock Exchangenot executive officers are not subject to any trading restrictions under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies; and (iii) all any material non-public information that has been provided by the Company or its authorized representatives to the Holders’ Representative would no longer be material non-public information as of the Conversion Shares may be immediately sold by Securities Delivery Date and for the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup duration of the Conversion Shares, then the difference between such gross proceeds and 7-Day Period. (USDb) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt if the Company elects, at its sole discretion, for any unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date with respect to Series A-1 Preferred Shares being converted to be paid in cash, the Company shall pay such unpaid, accrued and accumulated dividends to the holder(s) in cash on the Conversion Date. The number of Conversion Securities into which any holder’s Series A-1 Preferred Shares shall be converted shall be determined by (i) multiplying the number of Series A-1 Preferred Shares (including any fraction of a Series A-1 Preferred Share) to be converted by the sum of (x) the Liquidation Value plus (y) any unpaid, accrued and accumulated dividends as of the immediately preceding Dividend Payment Date with respect to such Series A-1 Preferred Shares plus (z) if the Company does not pay such amounts in cash on the Conversion Date, then all such unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, with respect to such Series A-1 Preferred Shares and then (ii) dividing the result by the Conversion Price in effect immediately prior to such conversion, and in addition thereto, such holder shall receive cash in lieu of any fractional shares as set out in Section 7.3(d). (c) In the event that the listing of the Conversion Securities on an international securities exchange other than the Trading Market shall occur as to which the provisions of Section 7.2 above are not strictly applicable, then the Company and holders of a majority of the then outstanding Series A-1 Preferred Shares, acting reasonably and in good faith, shall determine the Holder may elect appropriate adjustment to sell or retain any or all of such Conversion Sharesbe made, on a basis consistent with the essential intent and shall be under no obligation to sell such Conversion Sharesprinciples established in Section 7.2 above.

Mandatory Conversion. In All issued and outstanding Multiple Voting Shares will automatically, without any action on the event that all part of the holder, be converted into Subordinate Voting Shares on the basis of one (1) Subordinate Voting Share for one (1) Multiple Voting Share upon the earliest of the date that: (i) the aggregate number of Multiple Voting Shares held by the holder of Multiple Voting Shares together with its affiliates are reduced to a number which is less than fifty per cent (50%) of the aggregate number of Multiple Voting Shares held by such holder together with its affiliates on the date of completion of the Reverse Takeover (the “RTO Closing Date”), (ii) the aggregate number of Membership Interests held by the holder of Multiple Voting Shares together with its affiliates are reduced to a number which is less than fifty per cent (50%) of the aggregate number of Membership Interests held by such holder together with its affiliates on the RTO Closing Date, and (iii) is five (5) years following conditions the RTO Closing Date (the “Mandatory Conversion ConditionsRecord Date”). On the Mandatory Conversion Record Date, each certificate representing Multiple Voting Shares shall thenceforth be null and void. Within twenty (20) shall be met: (i) for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions Record Date, the Company will send, or cause its transfer agent to send, notice thereof to all former holders of Multiple Voting Shares (the a “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing specifying: (Ai) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000Mandatory Conversion Record Date; (ii) the HTH number of Subordinate Voting Shares or into which the OAC Shares, as applicable, are then listed and traded on a Qualified Stock ExchangeMultiple Voting Shares held by such holder have been converted; and (iii) all the address of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) record of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000holder. The Parent or OAC, As soon as applicable, shall deliver practicable after the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date sending of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion SharesNotice, the Holder may elect Company shall issue or shall cause its transfer agent to sell or retain issue to each holder of Multiple Voting Shares certificates representing the number of Subordinate Voting Shares into which the Multiple Voting Shares have been converted. From Mandatory Conversion Record Date, the directors shall no longer be entitled to issue any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Sharesfurther Multiple Voting Shares whatsoever.

Mandatory Conversion. In (a) If the event that Corporation shall effect a firm commitment underwritten Public Offering of shares of its Common Stock in which (a) the aggregate price paid by the public for the shares will be at least $15 million and (b) the price per share paid by the public for such shares will be at least four times the Conversion Price then in effect ("Qualified Public Offering") then the Corporation shall require the conversion of, and the holders shall convert, all of the following conditions (outstanding Series A Preferred Shares into shares of Common Stock and upon such conversion each holder of Series A Preferred Shares shall also receive from the “Mandatory Conversion Conditions”) shall be met: Corporation in respect to each share of Series A Preferred so converted, at such holder's election, either (i) for a cash amount equal to the ten Liquidation Value, or (10ii) trading an additional number of shares of registered Common Stock equal to the number obtained by dividing the Liquidation Value by the price per share received by the Corporation in such Qualified Public Offering, all without any further action by the holders of such Series A Preferred Shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent. Any such mandatory conversion shall only be effected at the time of and subject to the closing of the sale of such shares pursuant to such Qualified Public Offering and upon written notice of such mandatory conversion delivered to all holders of Series A Preferred at least seven but not more than 20 days immediately prior to such closing. (b) If (i) the date that the Parent Corporation shall give written notice to the Holder effect a firm commitment underwritten Public Offering of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing its Common Stock which is not a Qualified Public Offering (Aa "Non-Qualified Public Offering") the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; and (ii) the HTH holders of at least 66-2/3% of the Series A Preferred Shares or outstanding at such time shall approve such Non-Qualified Public Offering then the OAC SharesCorporation shall require the conversion of, as applicableand the holders shall convert, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion outstanding Series A Preferred Shares may be immediately sold into shares of Common Stock and upon such conversion each holder of Series A Preferred Shares shall also receive from the Corporation in respect to each share of Series A Preferred so converted, at such holder's election, either (i) a cash amount equal to the Liquidation Value, or (ii) an additional number of shares of registered Common Stock equal to the number obtained by dividing the Liquidation Value by the Holder price per share received by the Corporation in such Non-Qualified Public Offering, all without any further action by the holders of such Series A Preferred Shares and whether or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares certificates representing such shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according surrendered to the terms of this Note, then and in Corporation or its transfer agent. Any such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) mandatory conversion shall only be applicable if, on effected at the trading day immediately following delivery time of and subject to the Holder closing of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) sale of such Conversion Shares may be sold by shares pursuant to such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC Non- Qualified Public Offering and upon written notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation mandatory conversion delivered to sell all holders of Series A Preferred at least 7 but not more than 20 days prior to such Conversion Sharesclosing.

Mandatory Conversion. In If at any time beginning with the event that fiscal quarter of the Company ending on June 30, 2007, (the "Mandatory Conversion Eligibility Date"), (i) the Company has (A) been Profitable for two (2) consecutive fiscal quarters (not taking into account any non-cash charges related to the issuance and sale of the Preferred Shares) (each such quarter, a "Positive Quarter") and (B) filed 25 ANDAs including 12 from a list agreed upon by the Required Holders and the Company, and (ii) the Equity Conditions shall have been satisfied or waived in writing by the Holder on each day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (each, as defined below), the Company shall have the right to require the Holder to convert up to all of the following conditions (Conversion Amount into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 3(c) hereof at the “Mandatory Conversion Conditions”) shall be met: (i) for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction Rate as of the Mandatory Conversion Conditions Date (as defined below) (a "Mandatory Conversion"). The Company may exercise its right to require conversion under this Section 9(a) on one occasion by delivering within not more than two (2) Trading Days following the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later end of the completion public announcement of the OAC Merger andsuch second consecutive Positive Quarter a written notice thereof by facsimile and overnight courier to all, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and but not less than all) , of the Holders of Preferred Shares and the Transfer Agent (the "Mandatory Conversion Notice" and the date all of the Holders received such notice by facsimile is referred to as the "Mandatory Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000Notice Date"). The Parent or OACMandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion in accordance with Section 9(a), as applicable, which Trading Day shall deliver the stock certificates evidencing the Conversion Shares be at least twenty (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association 20) Business Days but not more than sixty (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (560) Business Days following the date Mandatory Conversion Notice Date (the "Mandatory Conversion Date"), (ii) the number of Preferred Shares of such Holder subject to the Mandatory Conversion, (iii) the aggregate Conversion Amount of the Preferred Shares subject to Mandatory Conversion from all of the Holders of the Preferred Shares pursuant to this Section 9 and (iv) the number of shares of Common Stock to be issued to such Holder on the Mandatory Conversion Notice or as soon thereafter as is practicableDate. For Notwithstanding the avoidance foregoing, the Company may not effect a Mandatory Conversion of doubt, any applicable Holder under this Section if the number of shares of Common Stock issuable upon receipt conversion of the Preferred Shares of any Holder subject to a Mandatory Conversion Shares, would cause such Holder's beneficial ownership of the Holder may elect Common Stock to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Sharesexceed the Maximum Percentage as set forth in Section 5.

Mandatory Conversion. In the event that all (a) Subject to satisfaction of the following conditions set forth in this Section 14.04(c), on any Business Day on or after March 6, 2017, the Company shall have the right, at its option, to cause all (but not less than all) outstanding Notes to be automatically converted into shares of Common Stock (or, if the Company has received Stockholder Approval, into shares of Common Stock, cash or a combination thereof, in accordance with Section 14.02 at the Conversion Rate on the Mandatory Conversion Date (a “Mandatory Conversion”). The Company may exercise its right to cause a Mandatory Conversion Conditions”) shall be met:pursuant to this Section 14.12 only if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion Price for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the date on which the Company delivers a Mandatory Conversion Notice as set forth in Section 14.12(b), during any 30 consecutive Trading Day period, ending on, and including, the Trading Day immediately preceding the date on which the Company delivers such Mandatory Conversion Notice. (ib) To exercise the mandatory conversion right described in Section 14.12(a), the Company must issue a press release for publication on the ten Dow ▇▇▇▇▇ News Service or Bloomberg Business News (10or if either such service is not available, another broadly disseminated news or press release service selected by the Company) trading days immediately prior to the open of business on the first Business Day immediately following any date that on which the Parent condition described in the second sentence of Section 14.12(a) is met, announcing such Mandatory Conversion. In addition, concurrently with issuing such press release, the Company shall give written notice by mail to the Holder Paying Agent and the Trustee, and written notice by mail (in the case of Physical Notes) or through the Depositary (in the case of Global Notes) to all Holders, of the satisfaction of Company’s election to mandatorily convert the Mandatory Conversion Conditions Notes (the “Mandatory Conversion Notice”). The date on which the Mandatory Conversion is effective (the “Mandatory Conversion Date”) provided that shall be a date selected by the Company and shall be not less than 50 nor more than 70 Business Days immediately following the date on which the Company delivers the relevant Mandatory Conversion Notice as described in this Section 14.12(b). The Company’s election to mandatorily convert the Notes shall be irrevocable. (c) In addition to any information required by applicable law or regulation, the press release described in Section 14.12(b) and the Mandatory Conversion Notice shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) if such ten day trading period press release is issued following the Company’s receipt of Stockholder Approval, whether the Company will occur immediately after the later settle Mandatory Conversion of the completion Notes by Physical Settlement, Cash Settlement or Combination Settlement; and (iii) if such press release is issued following the Company’s receipt of Stockholder Approval and the Company has elected to settle Mandatory Conversion of the OAC Merger andNotes by Combination Settlement, the Specified Dollar Amount for such Combination Settlement. (d) If the Company elects to mandatorily convert the Notes prior to receiving Stockholder Approval (or if applicablethe Company elects to mandatorily convert the Notes after receiving Stockholder Approval and the Company elects to settle such Mandatory Conversion by Physical Settlement), all Notes not previously converted prior to the Mandatory Conversion Date shall be converted into shares of Common Stock (and cash in lieu of any fractional share of Common Stock in accordance with Section 14.02(a) or Section 14.02(b)(vii), as the case may be) on the Mandatory Conversion Date, and the Company shall deliver shares of Common Stock (and pay cash in lieu of any fractional share of Common Stock in accordance with Section 14.02(a) or Section 14.02(b)(vii), as the case may be) in accordance with Section 14.02(a) or Section 14.02(b)(v)(A), as the case may be, as if Holders of such Notes had converted their Notes on the Mandatory Conversion Date. If the Company elects to mandatorily convert the Notes after receiving Stockholder Approval and the Company elects to settle such Mandatory Conversion by Cash Settlement or Combination Settlement, all Notes not previously converted prior to the Mandatory Conversion Date shall be converted into cash or a combination of cash and shares of Common Stock (and cash in lieu of any fractional share in accordance with Section 14.02(b)(vii)) on the Mandatory Conversion Date, and the Company shall pay or deliver, as the case may be, cash (in accordance with Section 14.02(b)(v)(B)) or a combination of cash and shares of Common Stock (in accordance with Section 14.02(b)(v)(C)) (and cash in lieu of any fractional share in accordance with Section 14.02(b)(vii)), as the case may be, as if Holders of such Notes had converted their Notes during the period beginning on, and including, the date that common shares of OAC are brought back on which the Company delivers the relevant Mandatory Conversion Notice as described in Section 14.12(b) and ending on, but excluding, such Mandatory Conversion Date. The Company shall not have the right to trading, elect to mandatorily convert the result of dividing (A) Notes on or after the then outstanding Principal Amount of this Note, by (B) 50th Business Day immediately preceding the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000;Maturity Date. (iie) Unless the HTH Shares or the OAC Sharescontext otherwise requires, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction any reference to conversion of any kind, for gross proceeds Note in this Indenture of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 any Note shall be deemed to include any Mandatory Conversion of such Note pursuant to this Section 14.12(b). Unless the context otherwise requires, any express mention of Mandatory Conversion of the Notes in any provision hereof relating to conversion of the Notes shall not be included with the Principal Indebtedness and due and payable according construed as excluding Mandatory Conversion in those provisions hereof where such express mention is not made. (f) Any Mandatory Conversion of Notes pursuant to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that Section 14.12(b) shall be subject to the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible14.12(b), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Shares.

Mandatory Conversion. In Notwithstanding anything herein to the event that all contrary, subject to the conversion limitations set forth in Section 3.2, if, after the date a registration statement covering the resale of the following conditions Conversion Shares is declared effective, and so long as such registration statement remains effective, (A) the average closing price for any eleven (11) consecutive trading days (a “Mandatory Conversion ConditionsPeriod”) shall be met: exceeds 115% of the then effective Fixed Conversion Price, the Holder will, within eleven (i) for the ten (1011) trading days immediately prior to the date that the Parent shall give written notice to the Holder of any such Conversion Period, convert all (or a portion thereof if such conversion would be in excess of the satisfaction volume limitations set forth in clause (iii) of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”immediately succeeding sentence) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this NoteNote plus all accrued, by but unpaid interest related thereto. The Holder shall only be required to effect such a conversion referred to in the immediately preceding sentence if each of the following shall be true: (Bi) there is an effective registration statement pursuant to which the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) Holder is permitted to utilize the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) prospectus thereunder to resell all of the Conversion Shares may be immediately sold by issued to the Holder (or Holders such Conversion Shares are eligible under Rule 144 of this Note, without restriction the Securities Act); (ii) there is a sufficient number of any kind, authorized but unissued and otherwise unreserved shares of Common Stock for gross proceeds the issuance of not less than (USD) $375,000 and if all the Conversion Shares as are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery issuable to the Holder upon such conversion of this Note pursuant to this Section 3.8 and (iii) the amount of this Note to be so converted pursuant to this Section 3.8 (when combined with the amount of the stock certificates evidencing secured convertible term note issued by the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within dated September 11, 2003 to be so converted pursuant to Section 2.5 thereof and the amount of any other promissory note issued by the Borrower to the Holder required to be similarly or manditorily converted) does not exceed twenty five percent (525%) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt aggregate dollar trading volume of the Common Stock during the Conversion SharesPeriod. Notwithstanding anything to the contrary contained in this Section 3.8, the Holder may elect shall not be required to sell or retain effect such a conversion referred to in this Section 3.8 more than one time in any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Sharestwenty-two (22) day trading period.

Mandatory Conversion. In (a) The Company will have the event that right (the "Mandatory Conversion Right"), but not the obligation, at any time, to convert, all but not less than all, of the following conditions Outstanding Notes into shares of the Company's Series B Convertible Preferred Stock, par value $.01 per share (the “"Series B Preferred Stock") having a liquidation preference per share of Series B Preferred Stock equal to $1,000 for each $1,000 principal amount of Notes converted, and having a conversion price and dividend rate equal to the conversion price and interest rate for the Notes so converted (the "Mandatory Conversion"). Any accrued but unpaid interest as of the effective date of the Mandatory Conversion Conditions”) shall be metpaid in cash to the Holder on the effective date of the Mandatory Conversion. The Series B Preferred Stock will have the term, limitations and relative rights and preferences as set forth in the Certificate of Designations in the form of Exhibit B to this Third Supplemental Indenture. The Company will only be able to exercise the Mandatory Conversion Right if (A) the Board of Directors of the Company in good faith determines, as evidenced by a Board Resolution, as of the effective date of the Mandatory Conversion, that: (i) there are legally available funds for payment of dividends on the Series B Preferred Stock for the ten foreseeable future; and (10ii) trading days immediately prior to neither the date that Mandatory Conversion nor the Parent shall give written notice to the Holder performance of the satisfaction terms of the Series B Preferred Stock, including the issuance of Common Stock upon conversion of the Series B Preferred Stock, is prohibited by the terms and provisions of any agreement of the Company, including any agreement or instrument relating to its indebtedness, or the Company's Certificate of Incorporation or Bylaws, or if the Mandatory Conversion would constitute a breach thereof, or a default thereunder, or if the making of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger shall be restricted or prohibited by any applicable law, rule or regulation; and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price Company shall have obtained an opinion of counsel from a nationally recognized law firm experienced in matters of federal taxation that holders of Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such ten (10) consecutive trading daysMandatory Conversion, shall equal or exceed $375,000; (ii) except with respect to the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction payment of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Sharesaccrued but unpaid interest.

Mandatory Conversion. In Subject to the event that Right of Revocation as described in Section 2(e) below, on the IPO Date, all of the following conditions outstanding and unpaid principal amount of this Note shall convert into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the date hereof, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) determined as provided herein (the “Mandatory Conversion ConditionsConversion”) shall be met: (i) for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares); provided, however, that in no event shall this Note convert in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issued upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder (up to a maximum of 9.99%) upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon conversion of this Section 5(bNote shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, provided however, that the Company shall only be applicable ifhave the right to pay any or all interest in cash plus (3) at the Holder’s option, Default Interest, if any, on the trading day amounts referred to in the immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares preceding clauses (or an appropriate Depositary Trust Company 1) and/or (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible2), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Shares.

Mandatory Conversion. In the event that Provided all of the following conditions Equity Conditions are satisfied prior to or simultaneously with the Qualified Offering then the outstanding principal and accrued interest on this Note and all of the Other Notes shall automatically convert without the requirement of any further action on behalf of the Holder, into Ordinary Shares of the Borrower at a conversion price (the “Mandatory Conversion ConditionsPrice”) shall be met: representing the lesser of (i) for the ten (10) trading days pre-money valuation of the Borrower on a Fully Diluted Basis of $42,500,000 immediately prior to the date that cashless exercise of any outstanding Series A warrants of the Parent Company identified in Schedule 3.1(g) to the Purchase Agreement and the Qualified Offering, or (ii) 85% of the valuation of the Borrower in the Qualified Offering (such conversion being the “Mandatory Conversion”). In the aggregate, the Conversion Shares issuable to the Holder and Other Holders upon Mandatory Conversion shall give written notice represent not less than the amount of the outstanding equity of the Borrower on a Fully Diluted Basis immediately subsequent to the Mandatory Conversion as set forth on Schedule 1 hereto, excluding from such calculation shares underlying restricted share units to be granted to members of senior management of the Borrower in amounts no greater than those shown on Schedule 1. Not later than the closing of the Qualified Offering, the Borrower will deliver to Holder a certificate from the Borrower’s transfer agent evidencing the electronic issuance to the Holder of the satisfaction of Conversion Shares on the Borrower’s electronic shareholders stock ledger maintained by such transfer agent. In the event Borrower fails to deliver to the Holder the foregoing certificate, the Mandatory Conversion Conditions (the “shall not occur. Upon Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of this Note pursuant to this Section 4, all amounts due hereunder shall be satisfied, discharged and deemed to have been repaid in full, and any outstanding monetary obligations of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by Borrower towards the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 hereunder shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and satisfied in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTCfull.”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Shares.

Mandatory Conversion. In (a) Upon and subject to the event terms and conditions set out in this Section 5.2, at any time after the Initial Adjustment Period, if the Current Market Price exceeds 165% of the then applicable Reference Price during any sixty (60) consecutive trading days on the TSX, the Corporation shall have the right to require the Series C Holders to convert all, but not less than all, of their Series C Preferred Shares into that number of fully paid and non-assessable Common Shares that is equal to the number of Series C Preferred Shares to be converted multiplied by the Conversion Rate in effect on the date of conversion (as adjusted pursuant to Section 4.3(b)). (b) If the Corporation determines to require that all of the following conditions outstanding Series C Preferred Shares be converted into Common Shares pursuant to Section 5.2(a), it shall fix a date for conversion (the “Mandatory Conversion ConditionsDate”) and it shall deliver or cause to be met: (i) for the ten (10) trading days immediately prior to the date that the Parent shall give written delivered, in accordance with Section 8, a notice to the Holder of the satisfaction of the Mandatory Conversion Conditions such conversion (the “Mandatory Conversion Notice”) provided at least 10 days prior to the Mandatory Conversion Date to the Series C Holders at their last addresses as the same appear on the books of the Corporation. The Mandatory Conversion Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Series C Holders receive such notice. The Mandatory Conversion Notice shall specify the Mandatory Conversion Date, the number of Common Shares into which each Series C Preferred Share is to be converted, the place or places for surrender of certificates representing such Series C Preferred Shares and that such ten day Common Shares will be delivered upon presentation and surrender of certificates representing such Series C Preferred Shares. The Mandatory Conversion Notice shall be accompanied by a certificate of an officer of the Corporation certifying that the Current Market Price has exceeded 165% of the then applicable Reference Price during any sixty (60) consecutive trading period will occur immediately days on the TSX. (c) As promptly as practicable upon receipt of a Mandatory Conversion Notice, but in any event within 5 business days after receipt thereof, each Series C Holder shall surrender the certificate or certificates for such Series C Preferred Shares, duly endorsed, at a place designated for such surrender. The share certificates representing any Common Shares issued upon the conversion of Series C Preferred Shares shall be issued at the expense of the Corporation in the name of the registered holder of the Series C Preferred Shares converted or in such name or names as the registered holder may direct in writing. In any case where the Common Shares are to be issued in the name of a person other than the holder of the converted Series C Preferred Shares, the transfer form on the back of the certificates in question shall be endorsed by the registered holder of the Series C Preferred Shares or its duly authorized attorney or agent. (d) As promptly as practicable after the later of the completion Mandatory Conversion Date and the satisfaction of the OAC Merger andrequirements for surrender set forth in Section 5.2(c), if applicablebut in any event within 5 business days after receipt thereof, the date that common shares Corporation shall issue and deliver to such Series C Holder at the address designated in such instructions a certificate or certificates for the number of OAC are brought back to trading, Common Shares specified in the result of dividing (A) the then outstanding Principal Amount of Mandatory Conversion Notice in accordance with this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000;Section 5.2. (iie) the HTH Shares Each Series C Holder (or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder any other person or Holders of this Note, without restriction of persons in whose name or names any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion certificates representing Common Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Sharesissued as provided in Section 5.2(c)), then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with have become the Principal Indebtedness and due and payable according to holder of record of the terms of this NoteCommon Shares into which such Series C Preferred Shares are converted, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable iffor all purposes, on the trading day immediately following delivery Mandatory Conversion Date and, effective as of such date, the Series C Holder shall cease to be registered as the Holder holder of record of the stock certificates evidencing the Conversion Series C Preferred Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Sharesso converted.

Mandatory Conversion. In Notwithstanding anything herein to the event that all contrary, subject to the conversion limitations set forth in Section 3.2, if, after the date a registration statement covering the resale of the following conditions Conversion Shares is declared effective, and so long as such registration statement remains effective, (A) the “Mandatory closing price for any sixty (60) consecutive trading days (a "Conversion Conditions”Period") shall be met: (i) for exceeds 200% of the then effective Fixed Conversion Price, the Holder will, within ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction any such Conversion Period, convert all or part of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this NoteNote plus all accrued, by but unpaid interest thereon. The Holder shall only be required to effect such a conversion referred to in the immediately preceding sentence if each of the following shall be true: (Bi) there is an effective registration statement pursuant to which the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) Holder is permitted to utilize the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) prospectus thereunder to resell all of the Conversion Shares may be immediately sold by issued to the Holder (or Holders such Conversion Shares are eligible and unrestricted under Rule 144 of this Note, without restriction the Securities Act); (ii) there is a sufficient number of any kind, authorized but unissued and otherwise unreserved shares of Common Stock for gross proceeds the issuance of not less than (USD) $375,000 and if all the Conversion Shares as are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery issuable to the Holder upon such conversion of this Note pursuant to this Section 3.6 and (iii) the amount of this Note to be so converted pursuant to this Section 3.6 (when combined with the amount of the stock certificates evidencing secured convertible minimum borrowing note issued by the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) Borrower to the Holder within five (5) Business Days following on the date hereof to be so converted pursuant to Section 3.8 thereof and the amount of any other promissory note issued by the Borrower to the Holder required to be similarly manditorily converted) does not exceed ten percent (10%) of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt aggregate dollar trading volume of the Common Stock during the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion SharesPeriod.

Mandatory Conversion. In the event that all of the following conditions (the “Mandatory Conversion Conditions”) shall be met: (i) for the ten (10) trading days immediately prior Subject to the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if7, for so long as ADSs are listed on the trading day immediately following delivery Trading Market, if at any date and from time to time on or after the Holder Original Issuance Date, (1) the Daily VWAP of each of twenty-four (24) or more Trading Days within a period of thirty (30) consecutive Trading Days ending on such date equals or exceeds the Conversion Threshold for the applicable Trading Day and (2) the Daily VWAP of the stock certificates evidencing last Trading Day of such thirty (30)-day period equals or exceeds the Conversion Shares Threshold for such last Trading Day (or an appropriate Depositary Trust Company (collectively, the “DTCMandatory Conversion Trigger Event”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), the Company shall have the right to notify the holders of Series A-1 Preferred Shares in accordance with the requirements and procedures set out in Section 7.3(b), whereupon all (and but not less than allall of the outstanding Series A-1 Preferred Shares (including any fraction of a Series A-1 Preferred Share) held by such holders, plus (a) any unpaid, accrued and accumulated dividends thereon as of the immediately preceding Dividend Payment Date and (b) unless the Company pays such amounts in cash on the Conversion Date, any unpaid, accrued and accumulated dividends thereon that have accrued from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, shall be converted into Conversion Securities; provided, that the Company shall not be entitled to exercise such mandatory conversion right under this Section 7.2 unless: all the Conversion Securities to be received upon conversion are either (A) available for resale under Rule 144 promulgated by the U.S. Securities and Exchange Commission under the Securities Act without volume limitations, or (B) registered for resale by the holders thereof on a delayed or continuous basis on an effective registration statement, there is no stop order with respect to such registration statement, the Conversion Securities will not be subject to any holdback or underwriter lock-up upon conversion, and the Company reasonably believes that such availability for resale under Rule 144 or registration statement will be continuously available for resale of such Conversion Shares may be sold by such Holder, without restriction of any kind, Securities for gross proceeds of not less than the seven (USD7) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Trading Days following the date Conversion Securities Delivery Date (which 7 Trading Days cannot be the last seven Trading Days of August or December) (the “7-Day Period”); the public trading of such Conversion Securities on the Trading Market shall not be subject to any blackout restrictions under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or deferral (as such term is used in Section 1.2(d) of the Mandatory Registration Rights Agreement) for at least the 7-Day Period following the Conversion Notice Securities Delivery Date, during the entirety of which the Company’s directors who are not executive officers are not subject to any trading restrictions under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies; and any material non-public information that has been provided by the Company or its authorized representatives to the Holders’ Representative would no longer be material non-public information as soon thereafter as is practicableof the Conversion Securities Delivery Date and for the duration of the 7-Day Period. For the avoidance of doubt, upon receipt if the Company elects, at its sole discretion, for any unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date with respect to Series A-1 Preferred Shares being converted to be paid in cash, the Company shall pay such unpaid, accrued and accumulated dividends to the holder(s) in cash on the Conversion Date. The number of Conversion Securities into which any holder’s Series A-1 Preferred Shares shall be converted shall be determined by (i) multiplying the number of Series A-1 Preferred Shares (including any fraction of a Series A-1 Preferred Share) to be converted by the sum of (x) the Liquidation Value plus (y) any unpaid, accrued and accumulated dividends as of the immediately preceding Dividend Payment Date with respect to such Series A-1 Preferred Shares plus (z) if the Company does not pay such amounts in cash on the Conversion Date, then all such unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, with respect to such Series A-1 Preferred Shares and then (ii) dividing the result by the Conversion Price in effect immediately prior to such conversion, and in addition thereto, such holder shall receive cash in lieu of any fractional shares as set out in Section 7.3(d). In the event that the listing of the Conversion Securities on an international securities exchange other than the Trading Market shall occur as to which the provisions of Section 7.2 above are not strictly applicable, then the Company and holders of a majority of the then outstanding Series A-1 Preferred Shares, acting reasonably and in good faith, shall determine the Holder may elect appropriate adjustment to sell or retain any or all of such Conversion Sharesbe made, on a basis consistent with the essential intent and shall be under no obligation to sell such Conversion Sharesprinciples established in Section 7.2 above.

Mandatory Conversion. In (1) Subject to the event that all provisions of subparagraph (2) below, if at any time after the second anniversary of the following conditions (the “Mandatory Conversion Conditions”) shall be met: (i) for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder initial issuance of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable8% Preferred Stock, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Current Market Price for such ten (10) consecutive trading days, per share of Common Stock shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all 175% of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, Price then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible)effect, all (and but not less than all) of such Conversion Shares may the shares of 8% Preferred Stock shall be sold converted into shares of Common Stock at the election of the Corporation as evidenced by such Holder, without restriction a resolution adopted by the Board of any kind, for gross proceeds Directors of the Corporation. Such resolution shall set forth the date upon which the conversion shall occur which shall be not less than 5 nor more than 15 days after the date upon which such resolution is adopted. Written notice of such conversion together with a copy of the resolution of the Board of Directors relating to such conversion shall be given to each holder of the 8% Preferred Stock promptly following its adoption. Each holder of 8% Preferred Stock so converted will be entitled to receive the number of shares of Common Stock into which such 8% Preferred Stock held by such holder would have been converted if such holder had exercised such holder's conversion rights on the conversion date specified in the resolution adopted by the Board of Directors. (USD2) $375,000. The Parent Upon the occurrence of an event specified in subparagraph (i)(B) of this paragraph (g), the outstanding shares of the 8% Preferred Stock to be converted shall be converted without any further action by the holders of such shares and whether or OACnot the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, however, (I) that such conversion will not violate any legal requirements (such as applicable, compliance with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976) and (II) that the Corporation shall deliver the stock not be obligated to issue certificates evidencing the Conversion Shares (shares of Common Stock issuable upon such conversion unless certificates evidencing such shares of the 8% Preferred Stock being converted are delivered to either the Corporation or any transfer agent, as hereinafter provided, or the holder notifies the Corporation or any transfer agent, as hereinafter provided, that such certificates have been lost, stolen, or destroyed and executes an appropriate DTC notice agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith. Upon the mandatory conversion of the 8% Preferred Stock, the holders of such 8% Preferred Stock shall surrender the certificates representing such shares at the office of the Corporation or direct registration advice from an appropriate of any transfer agent that is for the Common Stock. Thereupon, there shall be issued and delivered to such holder, promptly at such office and in his name as shown on such surrendered certificate or certificates, a member certificate or certificates for the number of shares of Common Stock into which the shares of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following 8% Preferred Stock surrendered were convertible on the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of on which such Conversion Shares, and shall be under no obligation to sell such Conversion Sharesmandatory conversion occurred.

Mandatory Conversion. In Provided that the event that all of the following conditions Company completes a financing (the “Mandatory Conversion ConditionsFinancing”) shall of its capital securities, or securities that may be met: converted into or exercise into capital securities, (i) for of at least $8 million, not including the ten (10) trading days immediately prior Principal Amount plus any accrued interest subject to the date that Mandatory Conversion, in an offering registered with the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal SEC; or exceed $375,000; (ii) of at least $2 million, not including the HTH Shares or Principal Amount plus any accrued interest subject to the OAC SharesMandatory Conversion, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iiito non-affiliated purchaser(s) all at an effective price of at least 150% of the Initial Note Conversion Shares may Price, Holder will be immediately sold by the Holder or Holders of this Noterequired to convert all, without restriction of any kind, for gross proceeds of but not less than all (USDsubject to the exchange limit set forth in paragraph 3(k) $375,000 and if below), Principal Amount plus any accrued interest, into shares of Common Stock at the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup lower of the then-applicable Conversion Shares, then Price and the difference between effective price of such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion SharesFinancing; provided, however, that the provisions of this Section 5(b) such mandatory conversion shall only be applicable if, required if the Borrower if the Common Stock is then currently listed for trading on the trading day immediately following NYSE or Nasdaq, and either (i) a resale shelf registration statement is in effect at the time of delivery of Common Stock permitting the Holder to sell all such shares of Common Stock to be received upon the Mandatory Conversion, (ii) the Holder thereof may sell all such shares under Rule 144 within a three-month period and such Holder, together with its affiliates, owns less than 1% of the outstanding shares of Common Stock, or (iii) in the case of a public offering, the Holder receives the same registered securities in the public offering in exchange for and in satisfaction of the unpaid Principal and accrued interest thereon. (i) For a Mandatory Conversion in connection with a registered public offering to be effective, the Borrower shall provide notice to Holder at least one (1) Business Day prior to the Holder pricing date. (ii) For a Mandatory Conversion in connection with an offering with an effective price of at least 150% of the stock certificates evidencing Initial Note Conversion Price, the Borrower shall provide notice of Mandatory Conversion Shares not more than ten (or an appropriate Depositary Trust Company (“DTC”10) notice or direct registration advice from an appropriate transfer agent that is a member Business Days after the closing of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the offering, selecting a Mandatory Conversion Shares are DTC and/or CDS eligible), all (and Date not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than ten (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (510) Business Days following and not more than twenty (20) Business Days after the date on which the Borrower provides the notice of Mandatory Conversion to the Holder. The notice shall state, as appropriate: (1) the Mandatory Conversion Notice or as soon thereafter as is practicable. For Date selected by the avoidance of doubtBorrower; and (2) the conversion rate in effect on the Mandatory Conversion Date, upon receipt the amount of the outstanding principal amount and accrued interest on the Mandatory Conversion Shares, Date and the Holder may elect number of shares of Common Stock to sell or retain any or all of such Conversion Shares, and shall be under no obligation delivered to sell such Conversion SharesHolder.

Mandatory Conversion. In This Note is due and payable in cash on the event Maturity Date. However, to the extent that all of the following Corporation complies with the conditions (set forth in this Section 5(j), it shall have the “Mandatory Conversion Conditions”) shall be metoption to convert this Note into Common Shares on the Maturity Date as set forth below: (i) for Subject to subsection (j)(ii) below, on the ten Maturity Date, this Note shall be converted upon written notice (10the "Mandatory Conversion Notice") trading days immediately to the Holder at least twenty (20) Trading Days prior to the date Maturity Date, provided that such conversion shall be deferred, at the Parent shall give written notice sole option of the holders of the Notes, for such number of days as is equal to the Holder number of days (A) there is not Effective Registration (as defined in the Investment Agreement), but not including the first 90 days after the Closing; (B) subject to Section 5(k)(ii) below, there is not a sufficient amount of Common Stock available for conversion of all outstanding Notes; (C) for any other reason the Corporation refuses or announces its refusal to honor conversion of the satisfaction Notes, other than for failure to comply with the notice and delivery requirements of Section 5(a) above and compliance with the HSR Act; or (D) there is a suspension, restriction or limitation (other than the permitted "blackout periods" specified in Section 2(b)(iii) of the Registration Rights Agreement) in the ability of holders of Notes to sell Common Shares received upon conversion of the Notes or under the Registration Statement and prospectus for any reason. (ii) Notwithstanding the preceding subsection (j)(i), the Holder shall not be obligated to convert this Note on the Maturity Date unless and until each of the following conditions has been satisfied or exists, each of which shall be a condition precedent to any such forced conversion: (A) no material default or breach exists which has not been cured, and no event shall have occurred which constitutes (or would constitute with notice or the passage of time or both) a material default or breach of the Investment Agreement, the Registration Rights Agreement, or the Notes, which has not been cured; (B) none of the events described in clauses (i) through (iv) of Section 2(b) of the Registration Rights Agreement shall have occurred and be continuing; (C) Effective Registration (as defined in the Investment Agreement) has occurred and the holders of the Notes have received unlegended certificates representing Common Shares with respect to all conversions for which Conversion Notices have been given; (D) the Corporation and its subsidiaries on a consolidated basis has assets with a net realizable fair market value exceeding its liabilities and is able to pay all its debts as they become due in the ordinary course of business, and the Corporation is not subject to any liquidation, dissolution or winding up of its affairs; (E) each holder of the Notes shall have received a certificate from an appropriate executive officer of the Corporation certifying that each of the foregoing conditions precedent exist or has been satisfied. Such forced conversion shall be subject to and governed by all the provisions relating to voluntary conversion of the Notes contained herein. (iii) The conversion rights provided for in Section 5 will terminate at the close of business on the business day preceding the Maturity Date. Immediately following such conversion, the rights of Holder under this Note shall cease and the persons entitled to receive the Common Stock upon the conversion of this Note shall be treated for all purposes as having become the owners of such Common Stock. (iv) The Holder shall surrender this Note to the Corporation, duly endorsed, in the manner and at the place designated in the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after . On the later of the completion Maturity Date or the date on which the Holder has surrendered this Note, the Corporation shall issue the number of shares of Common Stock that the Holder shall be entitled to receive upon conversion of this Note (subject to Sections 5(j)(vii) and 5(k)(ii)) and this Note shall be cancelled and retired. (v) Interest on this Note shall cease to accrue on the Maturity Date and all rights of the OAC Merger andHolder under this Note shall terminate, if applicable, except for the date that common right to receive the number of shares of OAC Common Stock into which the Note shall be converted. (vi) The provisions set forth in Sections 5(j)(iii), 5(j)(iv) and 5(j)(v) above and 5(j)(vii) below are brought back all subject to trading, compliance by the Corporation with all provisions of Section 5(j)(ii). (vii) To the extent that (a) the aggregate Principal Amount of all outstanding Notes on the Maturity Date divided by (b) the applicable Conversion Price exceeds (x) the Maximum Amount less (y) the number of Common Shares previously delivered pursuant to conversion of Notes (the result of dividing (Ax) less (y) is the "Remaining Maximum Amount), then the Holder of this Note shall be entitled to receive pursuant to Section 5(j)(iv) in full satisfaction of the Company's obligations under Section 5(j)(iv) that number of Common Shares equal to (a) the then outstanding Remaining Maximum Amount multiplied by (b) a fraction, the numerator of which is the Principal Amount of this Note, by (B) Note and the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) denominator of which is the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) aggregate Principal Amount of all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion SharesNotes outstanding.

Mandatory Conversion. In Subject to the event that Right of Revocation as described in Section 2(e) below, on the IPO Date, all of the following conditions outstanding and unpaid principal amount of this Note shall convert into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the date hereof, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) determined as provided herein (the “Mandatory Conversion ConditionsConversion”) shall be met: (i) for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares); provided, however, that in no event shall this Note convert in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issued upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder (up to a maximum of 9.99%) upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon conversion of this Section 5(bNote shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, provided however, that the Company shall only be applicable ifhave the right to pay any or all interest in cash plus (3) at the Holder’s option, Default Interest, if any, on the trading day amounts referred to in the immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares preceding clauses (or an appropriate Depositary Trust Company 1) and/or (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible2), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Shares.

Mandatory Conversion. In (a) Notwithstanding subsection 27.6(a), the event that Company may require each Class A Convertible Securities Holder to convert all, and not less than all, the Convertible Securities at the applicable Conversion Ratio (a “Mandatory Conversion”) if at any time, all of the following conditions are satisfied (or otherwise waived by the “Mandatory Conversion Conditions”) shall be met:Class A Special Majority Vote): (i) the Common Shares issuable upon conversion of all the Class A Common Shares are registered for resale and may be sold by the ten (10) trading days immediately prior Class A Shareholder pursuant to an effective registration statement and/or prospectus covering the date that Common Shares under the Parent shall give written notice to the Holder United States Securities Act of the satisfaction of the Mandatory Conversion Conditions 1933, as amended (the “Mandatory Conversion NoticeU.S. Securities Act”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000); (ii) the HTH Shares Company is subject to the reporting requirements of Section 13 or 15(d) of the OAC Shares, as applicable, are then listed and traded on a Qualified Stock ExchangeU.S. Exchange Act; and (iii) all the Common Shares are listed or quoted (and are not suspended from trading) on a national securities exchange in the United States registered under Section 6 of the U.S. Securities Exchange Act of 1934, as amended, or quoted in a “U.S. automated inter-dealer quotation system”, as such term is used for purposes of Rule 144A(d)(3)(i). (b) The Company will issue or cause its transfer agent to issue each Class A Convertible Securities Holder of record a Mandatory Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within Notice at least 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according prior to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the record date of the Mandatory Conversion Notice or as soon thereafter as is practicableConversion, which shall specify therein, (i) the number of Common Shares into which the Class A Convertible Securities are convertible and (ii) the address of record for such Class A Convertible Securities Holder. For On the avoidance record date of doubt, upon receipt of the Conversion Sharesa Mandatory Conversion, the Company will issue or cause its transfer agent to issue each Class A Convertible Securities Holder may elect to sell or retain any or all of record on the record date of such Mandatory Conversion Shares, certificates representing the number of Common Shares into which the Class A Convertible Securities are so converted and each certificate representing the Class A Common Shares shall be under no obligation to sell such Conversion Sharesnull and void.

Mandatory Conversion. In (a) If the event that all 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the following conditions original issuance of the Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (b) If the “Mandatory 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Conditions”Price, then the Corporation shall have the right, at its option and election, to exchange the Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (c) Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series B Preferred Stock for Common Stock pursuant to this Section A unless (i) the Common Stock shall have been validly listed for trading on the NYSE or other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as of the date of such exchange, (ii) the average daily trading volume in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, (iii) the Corporation shall have obtained the Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for use), and (v) the Corporation simultaneously exchanges the Series A Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series A Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series B Preferred Stock pursuant to this Section A (a "NOTICE OF EXCHANGE") shall be met: (i) for sent to the ten (10) trading holders of record of the shares of Series B Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than 45 nor fewer than 15 days immediately prior to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "EXCHANGE DATE") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the Parent right to effect such exchange. From and after the Exchange Date, all dividends on shares of Series B Preferred Stock shall give cease to accumulate and all rights of the holders thereof as holders of Series B Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed, repurchased or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Holder Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the satisfaction issuance of shares of Common Stock in such name or names. Other than such taxes, the Mandatory Conversion Conditions Corporation will pay any and all issue and other taxes (the “Mandatory Conversion Notice”other than taxes based on income) provided that such ten day trading period will occur immediately may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series B Preferred Stock pursuant to this Section A. On or after the later Exchange Date, each holder of shares of Series B Preferred Stock shall surrender the completion certificate evidencing shares of Series B Preferred Stock to the OAC Merger andCorporation at the place designated in the Notice of Exchange. As promptly as practical, if applicableand in any event within three Business Days after the Exchange Date, the date that common Corporation shall deliver or cause to be delivered as directed by the holder of shares of OAC are brought back Series B Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for which such ten (10) consecutive trading days, holder shall equal or exceed $375,000; be entitled and (ii) the HTH Shares or the OAC Sharescash in lieu of fractional shares, if any, to which such holder shall be entitled. Except as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of otherwise specified in this Note, without restriction of any kindArticle V, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Sharespurposes hereof, then the difference between such gross proceeds and (USD) $375,000 exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be included with the Principal Indebtedness Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the conditions to such exchange set forth in subsections (a), (b) and due and payable according (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series B Preferred Stock then outstanding. (f) Notwithstanding anything to the terms of this Notecontrary in the Registration Rights Agreement, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that event the provisions of Corporation effects an exchange pursuant to this Section 5(bA, the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) shall only be applicable if, pursuant to Section 2.1(c) of the Registration Rights Agreement during the period beginning on the trading day immediately following delivery to Exchange Date and ending 90 days after the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion SharesExchange Date.

Mandatory Conversion. In If the event that all price of the following conditions Company’s Common Stock shall remain at a closing price of $3.50 or more for a period of twenty consecutive Trading Days, the Company shall have the right to require the Holder to convert all, or any part, of the Conversion Amount of this Note into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 3(c) hereof at the Conversion Rate with respect to the Conversion Amount (the “Mandatory Conversion ConditionsConversion”) shall be met: (i) for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction of ). The Company may only effect the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later if each of the completion of Equity Conditions shall have been met (unless waived in writing by the OAC Merger andHolder) and subject to the Holder’s Conversion Limitations set forth above in Section 3(d), if applicable. “Equity Conditions” means, during the date that common period in question, (a) the Company shall have duly honored all conversions scheduled to occur or occurring by virtue of one or more Conversion Notices of the Holder, if any, (b)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of OAC are brought back Common Stock issuable pursuant to tradingthe Note (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the result of dividing (Aforeseeable future) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares issuable pursuant to the Note may be immediately sold resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the Holder counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (c) the Common Stock is trading on an Eligible Market and all of the shares issuable pursuant to the Note are listed or Holders quoted for trading on such Eligible Market (and the Company believes, in good faith, that trading of this the Common Stock on a Eligible Market will continue uninterrupted for the foreseeable future), (d) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Note, without restriction (e) there is no existing Event of any kindDefault and no existing event which, for gross proceeds with the passage of not less than time or the giving of notice, would constitute an Event of Default and (USDf) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup issuance of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and shares in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery question to the Holder would not violate the limitations set forth in Section 3(d) herein. The mechanics of the stock certificates evidencing the conversion set forth in Section 3(c) shall apply to any Mandatory Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) as if the Conversion Shares are DTC and/or CDS eligible), all (Company and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice Transfer Agent had received from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of on the Mandatory Conversion Date a Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of with respect to the Conversion SharesAmount being converted pursuant to the Mandatory Conversion. If the Holder is in possession of any material non-public information at the time the Company exercises its right of Mandatory Conversion, the Holder may elect to sell or retain any or all Company shall publicly disclose such material non-public information regarding the exercise of its right of Mandatory Conversion within one Trading Day of such Conversion Shares, and shall be under no obligation to sell such Conversion Sharesexercise by the Company.” -6-

Mandatory Conversion. In Subject to the event that all limitations set forth in Section 6(e), at any time after issuance upon the occurrence of any of the following conditions events, the Corporation shall have a right to direct the mandatory conversion (the “Mandatory Conversion ConditionsConversion”) shall be met: of the Series D Preferred Stock: (i) a change in control, (ii) if the closing price of the Common Stock closes at or above $2.8125 per share for the ten (10) consecutive trading days immediately prior ending and including the applicable Mandatory Conversion Notice Date (as defined below), or (iii) if the Corporation consummates a firm commitment public offering of Common Stock for gross proceeds of at least $15 million at an offering price per share equal to or greater than $3.375, with each of clauses (ii) and (iii) being subject to adjustment pursuant to Section 7. The Corporation may exercise its right to require a Mandatory Conversion by delivering a written notice thereof by email, facsimile or overnight courier to the date that the Parent shall give written notice to the Holder Holders of the satisfaction of the Mandatory Conversion Conditions Series D Preferred Stock (the “Mandatory Conversion Notice” and the date all of the Holders of Series D Preferred Stock received such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall (x) state the date on which the Mandatory Conversion shall occur (the “Mandatory Conversion Date”) provided that which date shall not be less than five (5) calendar days nor more than twenty (20) calendar days following the Mandatory Conversion Notice Date, and (y) state the aggregate number of shares of the Series D Preferred Stock which are being converted in such ten day trading period will Mandatory Conversion from the Holder and all of the other Holders of the Series D Preferred Stock pursuant to this Section 6(a) on the Mandatory Conversion Date. If the Corporation has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 6(c)(ii) shall apply. For purposes of this Section 6, a “Change of Control” is deemed to occur immediately when, after the later original issuance of the completion Series D Preferred Stock, the following have occurred: · the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, arrangement, amalgamation or consolidation), in one or a series of related transactions, of all or substantially all of the OAC Merger andproperties or assets of the Corporation and its subsidiaries taken as a whole, if applicableto any “person” (as that term is used in Section 13(d)(3) of the Exchange Act); or · the consummation of any transaction or series of related transactions (including, the date that common shares of OAC are brought back to tradingwithout limitation, any merger, arrangement, amalgamation or consolidation), the result of dividing which is that any “person” (Aas defined above) becomes the then outstanding Principal Amount beneficial owner, directly or indirectly, of this Note, by (B) more than 50% of the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) total voting power of all of the Conversion Shares may be immediately sold by Common Stock entitled to vote generally in the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup election of the Conversion SharesCorporation’s directors, then the difference between measured by voting power rather than number of shares of Common Stock; and provided, that such gross proceeds and (USD) $375,000 shall person will be deemed to be included with have beneficial ownership of all securities that such person has the Principal Indebtedness and due and payable according right to acquire, whether such right is currently exercisable or is exercisable only upon the terms occurrence of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Shares.subsequent condition

Mandatory Conversion. In the event that all of the following conditions (the “Mandatory Conversion Conditions”) shall be met: (i) for the ten (10) trading days immediately prior to If, commencing on the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions which is twelve (the “Mandatory Conversion Notice”12) provided that such ten day trading period will occur immediately months after the later of the completion of the OAC Merger andEffective Date, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount daily VWAP of this Notethe Common Shares has been at or above 140% of the Conversion Price for at least 30 consecutive Trading Days (any such 30 Trading Day period being a "TRIGGER PERIOD"), by and (B) the aggregate number of Common Shares traded on the Principal Market Price and the Approved Markets shall be at least 65,000 shares per day (as adjusted for such ten (10stock splits, reverse splits, stock divided, and reorganizations) consecutive trading daysduring each Trading Day of the Trigger Period, then the Company shall equal or exceed $375,000;have the right to require the Holder to convert this Debenture in whole, as set forth and subject to the conditions set forth below; provided that this election must apply to all Debentures equally. (ii) To exercise its right to require the HTH Shares or Holder to convert this Debenture following a Trigger Period, the OAC Company must give to the Holder a written notice (a "MANDATORY CONVERSION NOTICE") which notice must be given within three Trading Days of the end of any Trigger Period, which notice shall specify the date (the "MANDATORY CONVERSION DATE") on which this Debenture shall be converted, which date shall be not less than ten Trading Days nor more than 20 Trading Days from the date such notice is received by the Holder, and on the Mandatory Conversion Date, (i) the outstanding Principal Amount hereunder shall be converted into such number of fully paid, validly issued and non-assessable Common Shares, as applicable, are is determined by dividing the outstanding Principal Amount being converted by the then listed Conversion Price and traded on a Qualified Stock Exchange; and (iiiii) all the rights of the Conversion Shares may be immediately sold by Holders under the Debentures shall cease and the Holder or Holders shall be treated for all purposes as having become an owner of Common Shares. Notwithstanding the foregoing, the Company's right to require the conversion of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 Debenture shall be deemed to be included with the Principal Indebtedness and due and payable according subject to the terms of this Note, then following conditions: at all times during the Trigger Period and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For to the avoidance of doubtMandatory Conversion Date, upon receipt (A) all of the Conversion SharesEquity Conditions have been satisfied, (B) the Holder may elect to sell Common Shares shall have been continually listed (and not suspended from trading) on the Principal Market or retain any an Approved Market; and (C) no Event of Default or all event which, with the giving of such Conversion Sharesnotice or the passage of time or both, and would constitute an Event of Default, shall be under no obligation to sell such Conversion Shareshave occurred.

Mandatory Conversion. In Notwithstanding anything herein to the event that all contrary, subject to the conversion limitations set forth in Section 3.2, if, after the date a registration statement covering the resale of the following conditions Conversion Shares is declared effective, and so long as such registration statement remains effective, (A) the “Mandatory closing price for any ten (10) consecutive trading days (a "Conversion Conditions”Period") shall be met: (i) for exceeds 135% of the then effective Fixed Conversion Price, the Holder will, within ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction any such Conversion Period, convert all or part of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this NoteNote plus all accrued, by but unpaid interest thereon. The Holder shall only be required to effect such a conversion referred to in the immediately preceding sentence if each of the following shall be true: (Bi) there is an effective registration statement pursuant to which the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) Holder is permitted to utilize the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) prospectus thereunder to resell all of the Conversion Shares may be immediately sold by issued to the Holder (or Holders such Conversion Shares are eligible under Rule 144 of this Note, without restriction the Securities Act); (ii) there is a sufficient number of any kind, authorized but unissued and otherwise unreserved shares of Common Stock for gross proceeds the issuance of not less than (USD) $375,000 and if all the Conversion Shares as are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery issuable to the Holder upon such conversion of this Note pursuant to this Section 3.8 and (iii) the amount of this Note to be so converted pursuant to this Section 3.8 (when combined with the amount of the stock certificates evidencing secured convertible term note issued by the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) Borrower to the Holder within five (5) Business Days following on the date hereof to be so converted pursuant to Section 3.6 thereof and the amount of any other promissory note issued by the Borrower to the Holder required to be similarly manditorily converted) does not exceed ten percent (10%) of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt aggregate dollar trading volume of the Common Stock during the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion SharesPeriod.

Mandatory Conversion. In (a) Notwithstanding subsection 27.6(a), the event that Company may require each Class A Convertible Securities Holder to convert all, and not less than all, the Convertible Securities at the applicable Conversion Ratio (a “Mandatory Conversion”) if at any time after November 30, 2020, all of the following conditions are satisfied (or otherwise waived by the “Mandatory Conversion Conditions”) shall be met:Class A Special Majority Vote): (i) the Common Shares issuable upon conversion of all the Class A Common Shares are registered for resale and may be sold by the ten (10) trading days immediately prior Class A Shareholder pursuant to an effective registration statement and/or prospectus covering the date that Common Shares under the Parent shall give written notice to the Holder United States Securities Act of the satisfaction of the Mandatory Conversion Conditions 1933, as amended (the “Mandatory Conversion NoticeU.S. Securities Act”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000); (ii) the HTH Shares Company is subject to the reporting requirements of Section 13 or 15(d) of the OAC Shares, as applicable, are then listed and traded on a Qualified Stock ExchangeU.S. Exchange Act; and (iii) all the Common Shares are listed or quoted (and are not suspended from trading) on a national securities exchange in the United States registered under Section 6 of the U.S. Securities Exchange Act of 1934, as amended, or quoted in a “U.S. automated inter-dealer quotation system”, as such term is used for purposes of Rule 144A(d)(3)(i). (b) The Company will issue or cause its transfer agent to issue each Class A Convertible Securities Holder of record a Mandatory Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within Notice at least 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according prior to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the record date of the Mandatory Conversion Notice or as soon thereafter as is practicableConversion, which shall specify therein, (i) the number of Common Shares into which the Class A Convertible Securities are convertible and (ii) the address of record for such Class A Convertible Securities Holder. For On the avoidance record date of doubt, upon receipt of the Conversion Sharesa Mandatory Conversion, the Company will issue or cause its transfer agent to issue each Class A Convertible Securities Holder may elect to sell or retain any or all of record on the record date of such Mandatory Conversion Shares, certificates representing the number of Common Shares into which the Class A Convertible Securities are so converted and each certificate representing the Class A Common Shares shall be under no obligation to sell such Conversion Sharesnull and void.

Mandatory Conversion. In Upon the event that closing of a financing (a "Qualified Offering") by the Company during the term of the Note (the "Conversion Date") involving the sale of at least $15,000,000 in equity securities by the Company (and/or securities convertible into equity securities of the Company (the "Equity Financing Securities)), all of the following conditions (the “Mandatory Conversion Conditions”) shall be met: (i) for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount principal amount of this Note, together with accrued and unpaid interest due thereon, shall automatically, without the necessity of any action by the Holder or the Company, convert (Bthe "Mandatory Conversion") into units of the Company (the "Units") at a conversion price per Unit equal to the lesser of 80% of (a) the Market Price for such ten price per share of the Equity Financing Securities sold in the Qualified Offering, or (10b) consecutive trading days$7.00 (the "Mandatory Conversion Price"). Each Unit shall consists of one share (the "Unit Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock"), and one five-year warrant (the "Unit Warrants") to purchase one additional share (the "Unit Warrant Shares") of Common Stock at an exercise price equal to 125% of the price per share of the Equity Financing Securities sold in the Qualified Offering. The number of Units issuable upon a Mandatory Conversion of this Note shall equal or exceed $375,000; be determined by the quotient obtained by dividing (i) the outstanding principal amount of this Note being converted plus accrued but unpaid interest thereon on the Conversion Date by (ii) the HTH Shares or Mandatory Conversion Price. The calculation by the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all Company of the Conversion Shares may number of Units to be immediately sold received by the Holder or Holders upon conversion hereof, shall be conclusive absent manifest error. No fraction of this NoteUnits will be issued on conversion, without restriction but the number of any kind, for gross proceeds Units shall be rounded to the nearest whole number of not less than (USD) $375,000 and if Units. On the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from Date, as the actual receipt by Bio Cup result of the Conversion SharesMandatory Conversion, then the difference between such gross proceeds and (USD) $375,000 Note shall be deemed to of no further force or effect and shall be included with the Principal Indebtedness and due and payable according terminated. The Holder shall thereafter return this Note to the terms of this Note, then and in such event, Company via a nationally recognized overnight delivery service (or provide an indemnification undertaking with respect to this Note shallin the case of its loss, without any prior consent of approval of any Holder automatically convert into theft or destruction). On or before the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the fifth trading day immediately for the Common Stock following delivery the Mandatory Conversion, the Company shall cause its transfer agent to issue and deliver to the Holder at the address specified in this Note or such other address as directed by the Holder, a certificate, registered in the name of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction for the number of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) Units to which the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Sharesentitled."

Mandatory Conversion. In Notwithstanding anything herein to the event that all contrary, subject to the conversion limitations set forth in Section 3.2, if, after the date a registration statement covering the resale of the following conditions Conversion Shares is declared effective, and so long as such registration statement remains effective, (A) the closing price for any sixty (60) consecutive trading days (a “Mandatory Conversion ConditionsPeriod”) shall be met: (i) for exceeds 200% of the then effective Fixed Conversion Price, the Holder will, within ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction any such Conversion Period, convert all or part of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this NoteNote plus all accrued, by but unpaid interest thereon. The Holder shall only be required to effect such a conversion referred to in the immediately preceding sentence if each of the following shall be true: (Bi) there is an effective registration statement pursuant to which the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) Holder is permitted to utilize the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) prospectus thereunder to resell all of the Conversion Shares may be immediately sold by issued to the Holder (or Holders such Conversion Shares are eligible and unrestricted under Rule 144 of this Note, without restriction the Securities Act); (ii) there is a sufficient number of any kind, authorized but unissued and otherwise unreserved shares of Common Stock for gross proceeds the issuance of not less than (USD) $375,000 and if all the Conversion Shares as are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery issuable to the Holder upon such conversion of this Note pursuant to this Section 3.8 and (iii) the amount of this Note to be so converted pursuant to this Section 3.8 (when combined with the amount of the stock certificates evidencing secured convertible term note issued by the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) Borrower to the Holder within five (5) Business Days following on the date hereof to be so converted pursuant to Section 3.6 thereof and the amount of any other promissory note issued by the Borrower to the Holder required to be similarly manditorily converted) does not exceed ten percent (10%) of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt aggregate dollar trading volume of the Common Stock during the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion SharesPeriod.

Mandatory Conversion. In (1) Upon the event that all closing of the following conditions sale of shares of Common Stock, at a price of at least $15.00 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 “Mandatory Conversion Conditions”) shall be met: Securities Act of 1933, as amended, resulting in at least $10,000,000 of gross proceeds to the Corporation, (i) for all outstanding shares of Series B Preferred Stock shall automatically be converted into shares of Common Stock, at the ten then effective Conversion Price, and (10ii) trading days immediately prior the number of authorized shares of Preferred Stock of the Company shall be automatically reduced by the number of shares of Series B Preferred Stock, and all provisions included under the caption "Series B Preferred Stock", and all references to the Series B Preferred Stock shall be deleted and shall be of no further force or effect. (2) Upon the affirmative vote of the holders of a majority of the Series B Preferred Stock, (i) all outstanding shares of Series B Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective Conversion Price, and (ii) the number of authorized shares of Series B Preferred Stock of the Company shall be automatically reduced by the number of shares of Series B Continuation Sheet 2N Preferred Stock so converted, and all references to the Series B Preferred Stock, shall be deleted and shall be of no further force or effect. (3) The date that of conversion specified in paragraphs (1) and (2) above shall be termed the Parent "Mandatory Conversion Date". (b) All holders of record of shares of Series B Preferred Stock to be converted pursuant to this Section 5 shall give be given written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (Date and the “Mandatory Conversion Notice”) provided that place designated for mandatory conversion of all such ten day trading period will occur immediately after the later shares of Series B Preferred Stock pursuant to this Section 5. Such notice need not be given in advance of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date occurrence of the Mandatory Conversion Notice Date. Such notice shall be sent by first class or registered mail, postage prepaid, to each record holder of such Series B Preferred Stock at such holder's address last shown on the records of the transfer agent for the Series B Preferred Stock (or the records of the Corporation, if it serves as soon thereafter as is practicableits own transfer agent). For the avoidance of doubt, upon Upon receipt of such notice, each holder of shares of Series B Preferred Stock so converted shall surrender his or its certificate or certificates for all such shares to the Conversion Shares, Corporation at the Holder may elect to sell or retain any or all of place designated in such Conversion Sharesnotice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 5. On the Mandatory Conversion Date, all rights with respect to the Series B 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 Series B Preferred Stock has been converted, and payment of any accrued but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be under no obligation endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to sell 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 Series B 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 on such conversion in accordance with the provisions hereof and cash as provided in Subsection 4(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series B Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion SharesDate, be deemed to have been retired and canceled and the shares of Series B 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. The Corporation may thereafter take such appropriate action (without the need for Continuation Sheet 2O stockholder action) as may be necessary to reduce the authorized Series B Preferred Stock accordingly.

Mandatory Conversion. In Subject to the event that limitations on conversion contained in Paragraph D of this Article III, if at any time all of the following conditions Required Conditions (as defined herein) are satisfied and at any time after the “Mandatory Conversion Conditions”) shall be met: Registration Statement Effective Date (i) as defined herein), the Daily Market Price of the Common Stock is greater than $1.50 for the ten at least twenty (1020) trading days immediately prior to during any consecutive thirty (30) trading days (the "Automatic Conversion Trigger Event"), each of the Notes, plus all accrued and unpaid interest due thereon through the date that of the Parent Automatic Conversion Trigger Event, shall give be automatically converted into a number of fully paid and nonassessable shares of Common Stock determined in accordance with the formula set forth in Paragraph A(ii) of Article III. The Corporation shall provide immediate written notice to the each Holder of an Automatic Conversion Trigger Event and the satisfaction of Corporation and the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, Holders shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into follow the applicable number of Conversion Sharesconversion procedures set forth in Article III.B; provided, however, that no Holder shall be required to deliver a Notice of Conversion to the provisions Corporation. (i) The "Required Conditions" shall consist of this the following: (a) each Registration Statement required to be filed by the Corporation pursuant to Section 5(b2(a) of the Registration Rights Agreement shall have been declared effective by the Securities and Exchange Commission (the date in which the Registration Statement filed pursuant to the Registration Rights Agreement is declared effective is referred to as the "Registration Statement Effective Date")(it being understood that the Corporation shall comply with its obligations under Section 2(a) and 3(b) of the Registration Rights Agreement relating to the effectiveness of the Registration Statement); (b) all shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants are then (1) authorized and reserved for issuance, (2) registered under the Securities Act for resale by the Holders and (3) eligible to be listed or traded on any of the New York Stock Exchange (the "NYSE"), the American Stock Exchange (the "AMEX"), NASDAQ National Market (the "NNM"), the NASDAQ SmallCap Market (the "SmallCap Market") (or the successor to any of them) or eligible for trading on the Bulletin Board; (c) no Event of Default (as defined in Article VII.A below) shall only be applicable ifoccurring or have occurred without having been cured as provided in Article VII.A; and (d) all amounts, on the trading day immediately following delivery if any, then accrued or payable under this Note (other than accrued interest amounts that are convertible pursuant to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”terms hereof but not yet otherwise payable) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, Registration Rights Agreement shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion Shareshave been paid.

Mandatory Conversion. In The entire unpaid principal amount of this Note and any accrued interest thereon shall be convertible, at the event that all option of the following conditions Company (the “Mandatory Conversion Conditions”) shall be met: "Company Mandated Conversion"), into Common Stock at anytime on or after (i) for the ten later of (10x) trading days immediately prior to the date that is six months after the Parent date hereof or (y) the date on which a registration statement filed with the Securities and Exchange Commission (the "SEC") registering (either for initial issuance or for resale) the shares of Common Stock underlying this Note shall give written notice have been declared effective by the SEC and (ii) a Certificate of Amendment to the Holder Company's Certificate of Incorporation has been filed with the satisfaction Delaware Secretary of State, increasing the Mandatory Conversion Conditions (authorized number of shares of Common Stock to a number sufficient to permit the “Mandatory Conversion Notice”) provided reservation of all shares of Common Stock into which all the Notes are convertible; PROVIDED, HOWEVER, that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, conversion shall only be permitted if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the closing price of the Common Stock on the principal exchange or market on which it is then outstanding Principal Amount traded has equaled or exceeded $0.10 per share for the 10 of this Note, by (B) the Market Price for such ten (10) 15 consecutive trading days, shall equal or exceed $375,000; days immediately preceding the date of the proposed Company Mandatory Conversion and (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all trading volume of the Conversion Shares may be immediately sold by Common Stock during such period has equaled or exceeded two (2%) percent of the Holder or Holders public float for 10 of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 same 15 consecutive trading days from the actual receipt by Bio Cup in which such closing price of the Conversion SharesCommon Stock equaled or exceeded $0.10 per share. If such election is made, then the difference between such gross proceeds and (USD) $375,000 Company shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder provide written notice of the stock certificates evidencing the Company Mandated Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For the avoidance of doubt, upon receipt of the Conversion Shares, the Holder may elect to sell or retain any or all business days of such Conversion Sharesdetermination ("COMPANY MANDATED CONVERSION NOTICE") by mailing, and shall be under no obligation by first class mail, postage prepaid, a copy of such notice to sell such Conversion Sharesthe Holder.

Mandatory Conversion. In (1) Upon and subject to the terms and conditions set forth in this Section 5.1(d)(iv), in the event that all (i) the Company has paid an aggregate amount of Distributions to the holders of the following conditions Preferred Interests equal to the product obtained by multiplying (x) the aggregate Liquidation Preference, as of the time of determination, of all Preferred Interests then outstanding times (y) two (2), or (ii) the Company consummates an IPO at a price that implies a valuation for the Common Interests into which the Preferred Interests are convertible equal to or greater than the product obtained by multiplying (x) the aggregate Liquidation Preference, as of the time of determination, of all Preferred Interests then outstanding, times, (y) one-and-one-half (1.5), then in either case, the Company shall have the right, at its election, to cause the conversion of all, but not less than all, of the outstanding Preferred Interests into Common Interests at the Conversion Rate; provided, however, in the case of clause (ii) above, that the Company’s right to convert the Preferred Interests shall be subject to the requirement that the Common Interests into which the Preferred Interests are so converted shall be listed on the New York Stock Exchange or Nasdaq. (2) If the Company determines to require that all outstanding Preferred Interests be converted into Common Interests pursuant to this Section 5.1(d)(iv), it shall, promptly after the date it effects such conversion (the “Mandatory Conversion ConditionsDate”) shall ), deliver or cause to be met: delivered, in accordance with Section 15.1, a notice of such conversion (i) for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (the a “Mandatory Conversion Notice”) provided that to the holders of Preferred Interests specifying the Mandatory Conversion Date upon which such ten day trading period will occur immediately conversion occurred and the number of Common Interests into which each Preferred Interest was converted. (3) As promptly as practicable after the later of the completion of the OAC Merger and, if applicableMandatory Conversion Date, the date that common shares Company shall update its books and records to reflect the number of OAC are brought back Common Interests issued to tradingeach holder, as specified in the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000;Mandatory Conversion Notice. (ii4) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all Each holder of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 Preferred Interests shall be deemed to be included with have become the Principal Indebtedness and due and payable according to holder of record of the terms of this NoteCommon Interests into which such Preferred Interests are converted, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable iffor all purposes, on the trading day immediately following delivery Mandatory Conversion Date and, effective as of such date, the holder of Preferred Interests shall cease to be registered as the holder of record of the Preferred Interests so converted. The holder of any Preferred Interests converted into Common Interests pursuant to this Section 5.1(d)(iv) shall not be entitled to any Distributions payable solely to the Holder holders of the stock certificates evidencing the Conversion Shares (Preferred Interests declared or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or if the Conversion Shares are DTC and/or CDS eligible) to the Holder within five (5) Business Days paid following the date of the Mandatory Conversion Notice or as soon thereafter as is practicable. For Date but shall instead be entitled to the avoidance payment of doubt, upon receipt Distributions payable to the holders of the Conversion Shares, the Holder may elect to sell or retain any or all of such Conversion Shares, and shall be under no obligation to sell such Conversion SharesCommon Interests.