Common use of Optional Conversion Clause in Contracts

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __31, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A B Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A B Preferred Stock into the Conversion Amount of Common SharesShares (the “Optional Conversion”). (ii) Following the Optional Trigger Date, Holders of Shares of Series A B Preferred Stock may convert some or all of their such shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A B Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A B Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A B Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A B Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A B Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A B Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A B Preferred Stock is held in global certificate form, the Holder of Shares of Series A B Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A B Preferred Stock represented by a global stock certificate of the Series A B Preferred Stock.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company's (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Shares to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series A Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Note representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those such Common Shares at that time on that dateupon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. At any time on or prior to the Maturity Date each Investor will have the option to convert all or a portion of the entire principal amount of the Notes outstanding into Common Stock immediately upon the Investor’s request; provided, however, that if, at the time of any particular conversion, the Company does not have the number of authorized shares of Common Stock sufficient to allow for such particular conversion as well as the issuance of the maximum amount of Common Stock permitted under the Company’s 2004 Equity Compensation Plan, the Investors may only convert that portion of their Notes outstanding for which the Company has a sufficient number of authorized shares of Common Stock. To the extent multiple Investors request conversion of their Notes on the same date, any limitations on conversion shall be applied on a pro rata basis. In such case, the Investors may request, in writing, that the Company call a special meeting of the stockholders of the Company specifically for the purpose of increasing the number of authorized shares of Common Stock to cover the remaining portion of the Notes outstanding, as well as the maximum issuances contemplated pursuant to the Company’s 2004 Equity Compensation Plan, within 90 calendar days after the Company’s receipt of the Investors’ written request. Notwithstanding the above, the Company shall use its best efforts to increase its number of authorized shares of Common Stock to 100,000,000 or such greater number so as to allow for the full conversion of any outstanding Notes on the earlier of: (i1) promptly after the date on which a request for conversion, for which there are not sufficient shares available to effect such conversion, is received by the Company, or (2) the time of the next shareholder meeting. The number of shares of Common Stock that this Note may be converted into shall be determined by dividing the principal amount then outstanding by the Conversion Price at the time of conversion. If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock Investor elects to convert such Shares in accordance this Note on demand, it shall provide the Company with written notice of its election at least one (1) day prior to the provisions described in date selected for conversion. Upon conversion, the Investor shall deliver to the Company the original of this Section 5(c) Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and specifying an agreement reasonably acceptable to the name or names in which Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note). However, upon such conversion of shares of Series A Preferred Stock wishes the certificate or certificatesthis Note, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion this Note shall be deemed converted and of no further force and effect, whether or not the conversion date with respect Note is delivered for cancellation as set forth in the preceding sentence. If there shall occur a Change of Control, the Company shall give written notice to a Share of Series A Preferred Stock the Investor at least five (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect 5) days prior to any Shares of Series A Preferred Stock, closing thereof and the Corporation shall (A) reflect the issuance of such number of Common Shares Investor’s election to which the Holder of Shares of Series A Preferred Stock convert this Note shall be entitled on conditional upon the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateconsummation thereof. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. At any time on or prior to the Maturity Date each Investor will have the option to convert all or a portion of the entire principal amount of the Notes outstanding into Common Stock immediately upon the Investor’s request; provided, however, that if, at the time of any particular conversion, the Company does not have the number of authorized shares of Common Stock sufficient to allow for such conversion, the Investors may only convert that portion of their Notes outstanding for which the Company has a sufficient number of authorized shares of Common Stock. To the extent multiple Investors, under the Note Purchase Agreement, the 2007 Note Purchase Agreement (ias defined in the Note Purchase Agreement), or both, request conversion of their Notes on the same date, any limitations on conversion shall be applied on a pro rata basis. In such case, the Investors may request, in writing, that the Company call a special meeting of the stockholders of the Company specifically for the purpose of increasing the number of authorized shares of Common Stock to cover the remaining portion of the Notes outstanding, as well as the maximum issuances contemplated pursuant to the Company’s 2004 Equity Compensation Plan, within 90 calendar days after the Company’s receipt of the Investors’ written request. Notwithstanding the above, the Company shall use its best efforts to increase its number of authorized shares so as to allow for the full conversion of any outstanding Notes on the earlier of: (1) promptly after the date on which a request for conversion, for which there are not sufficient shares available to effect such conversion, is received by the Company, or (2) the time of the next shareholder meeting. The number of shares of Common Stock that this Note may be converted into shall be determined by dividing the principal amount then outstanding by the Conversion Price at the time of conversion. If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock Investor elects to convert such Shares in accordance this Note on demand, it shall provide the Company with written notice of its election at least one (1) day prior to the provisions described in date selected for conversion, by submission of the notice of conversion attached as Exhibit A hereto. Upon conversion, the Investor shall deliver to the Company the original of this Section 5(c) Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and specifying an agreement reasonably acceptable to the name or names in which Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note). However, upon such conversion of shares of Series A Preferred Stock wishes the certificate or certificatesthis Note, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion this Note shall be deemed converted and of no further force and effect, whether or not the conversion date with respect Note is delivered for cancellation as set forth in the preceding sentence. If there shall occur a Change of Control, the Company shall give written notice to a Share of Series A Preferred Stock the Investor at least five (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect 5) days prior to any Shares of Series A Preferred Stock, closing thereof and the Corporation shall (A) reflect the issuance of such number of Common Shares Investor’s election to which the Holder of Shares of Series A Preferred Stock convert this Note shall be entitled on conditional upon the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateconsummation thereof. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert a Preferred Share into shares of Common Stock on any date after the Closing Date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), thena Holder shall deliver (via, holders of Shares of Series A Preferred Stockelectronic mail or otherwise), at their optionfor receipt on or prior to 11:59 p.m., mayNew York time, at any time and from time to time after on such date, convert alla copy of an executed notice of conversion of the Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Corporation. Within three (3) Trading Days following a conversion of any such Preferred Shares as aforesaid, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Corporation at its principal office the original certificates representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or at an indemnification undertaking with respect to the office Preferred Shares in the case of its transfer agentloss, as may be designated by theft or destruction). On or before the Board first (1st) Trading Day following the date of Directorsreceipt of a Conversion Notice, the certificate or certificatesCorporation shall transmit by electronic mail an acknowledgment of confirmation, if anyin the form attached hereto as Exhibit II, for of receipt of such Conversion Notice to such Holder and the Shares of Series A Preferred Stock Corporation’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects Transfer Agent to convert process such Shares Conversion Notice in accordance with the provisions described in this Section 5(cterms herein. On or before the third (3rd) and specifying Trading Day following the name date of receipt of a Conversion Notice (or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The such earlier date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating as required pursuant to the conversion shall be deemed the conversion date with respect to a Share Securities Exchange Act of Series A Preferred Stock 1934, (the “Optional Exchange Act”) or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion DateDate of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A1) reflect provided that the issuance of Transfer Agent is participating in The Depository Trust Corporation’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Shares Stock to which the such Holder of Shares of Series A Preferred Stock shall be entitled on to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the stock records Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant is greater than the number of Preferred Shares being converted, then the Corporation shall, as soon as practicable and in no event later than three (3) Trading Days after receipt of the CorporationPreferred Share Certificate(s) and at its own expense, issue and deliver to such Holder (Bor its designee) deliver or cause to be delivered (i) certificates a new Preferred Share Certificate representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Preferred Shares of such Series A Preferred Stock shall be entitlednot converted. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time Stock on that datethe Conversion Date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If Each holder of Preference Shares shall have the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stockright, at their its option, may, at any time and from time to time after time, to convert, subject to the terms and provisions of this clause 13, any or all of such dateholder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares as is equal to the product of (i) the number of Preference Shares being so converted, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. multiplied by (ii) Following the Optional Trigger Datequotient of (x) the Accreted Value, Holders divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the “Conversion Price” and such quotient in subclause (ii), the “Conversion Ratio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares of Series A Preferred Stock may convert some or all of their shares by surrendering being converted shall (i) be added to the Corporation Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to clause (b) of the definition of “Accreted Value” through the last Dividend Payment Date. Such conversion right shall be exercised by the surrender of certificate(s) evidencing the Preference Shares to be converted to the Company at any time during usual business hours at its principal place of business (or such other office or at agency of the office Company as the Company may designate by notice in writing to the holders of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be convertedPreference Shares), accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock holder elects to convert such Preference Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names (with address) in which a certificate or certificates for Ordinary Shares are to be issued and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder of shares of Series A Preferred Stock wishes the certificate or certificatesits duly authorized legal representative and transfer tax stamps or funds therefor, if any, required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed delivered to the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”)Company for cancellation and cancelled by it. As promptly as practicable after the Optional Conversion Date with respect to surrender of any Shares of Series A Preferred StockPreference Shares, the Corporation Company shall (Asubject to compliance with the applicable provisions of federal and state securities Laws) reflect deliver to the issuance holder of such number of Common Preference Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporationso surrendered, and (Bcertificate(s) deliver or cause to be delivered (i) certificates representing evidencing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Ordinary Shares into which such Preference Shares are entitled to be converted. Upon registration in the register of members of the Company (which the Holder of Shares shall be subject to surrender of such Series A Preferred Stock share certificates) to reflect the conversion, the person in whose name any certificate(s) for Ordinary Shares shall be entitled. This issuable upon such conversion shall be deemed to have been made at the close holder of business record of such Ordinary Shares on the Optional Conversion Date so such date, notwithstanding that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common certificates evidencing such Ordinary Shares shall not then be treated for all purposes as having become the record holder of those Common Shares at that time on that dateactually delivered to such person. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares Before any holder of Series A D Preferred Stock shall be entitled to convert shares of Series D Preferred Stock into shares of Common Stock, the holder shall surrender the certificate or certificates therefor, duly endorsed, at the principal corporate office of the Corporation or of any transfer agent for the Series D Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering shall give written notice to the Corporation at its principal office or at corporate office, of the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects election to convert such Shares in accordance with the provisions described in this Section 5(c) same and specifying shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series D Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Series A Preferred Common Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock such holder shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitledas aforesaid. This Such conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that the rights date of such surrender of the Holder shares of Shares of the Series A D Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person or persons entitled to receive the shares of Common Shares Stock issuable upon such conversion shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares Stock as of such date. If the conversion is in connection with a firm commitment underwritten public offering of securities, the conversion may, at that time on that date. (iii) In lieu the option of any holder tendering shares of Series D Preferred Stock for conversion, be conditioned upon the closing of the foregoing proceduressale of securities pursuant to such offering, if the in which event such holder shall not be deemed to have converted shares of Series A D Preferred Stock is held in global certificate formuntil immediately prior to the closing of such sale of securities. At least ten (10) days prior to the occurrence of a Triggering Event, the Holder of Shares Corporation shall notify each holder of Series A D Preferred Stock must comply in writing of such Triggering Event. If the conversion is in connection with a Triggering Event, the procedures conversion may, at the option of DTC to convert its beneficial interest in respect any holder tendering shares of the Series A D Preferred Stock represented by a global stock certificate for conversion, be conditioned upon the closing of such Triggering Event, in which event such holder shall not be deemed to have converted shares of Series D Preferred Stock until immediately prior to the Series A Preferred Stockclosing of such Triggering Event.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), thenthe Holder shall deliver (whether via electronic mail or otherwise), holders of Shares of Series A Preferred Stockfor receipt on or prior to 11:59 p.m., at their optionNew York time, may, at any time and from time to time after on such date, convert all, but not less than all, a copy of their outstanding Shares of Series A Preferred Stock into an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Amount of Common Shares. (iiNotice”) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or at an indemnification undertaking with respect to this Note in the office case of its transfer agentloss, theft or destruction as may be designated contemplated by Section 18(b)). On or before the Board first (1st) Trading Day following the date of Directorsreceipt of a Conversion Notice, the certificate or certificates, if any, for the Shares Company shall transmit via electronic mail an acknowledgment of Series A Preferred Stock receipt of such Conversion Notice to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to convert process such Shares Conversion Notice in accordance with the provisions described in this Section 5(cterms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) and specifying or an effective registration statement. On or before the name or names in which second (2nd) Trading Day following the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation Company has received all of the surrendered certificate a Conversion Notice (or certificates, if any, the notice relating such earlier date as required pursuant to the conversion shall be deemed Exchange Act or other applicable law, rule or regulation for the conversion date with respect settlement of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to a Share of Series A Preferred Stock such Conversion Notice) (the “Optional Conversion DateShare Delivery Deadline”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation Company shall (AI) reflect if the issuance of Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Common Ordinary Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on pursuant to such conversion to the stock records Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal at Custodian system, or (II) if the Transfer Agent is not participating in FAST, upon the request of the CorporationHolder, issue and deliver (Bvia nationally recognized overnight delivery service) deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or cause to be delivered (i) certificates representing its designee), evidencing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Ordinary Shares to which the Holder of Shares of such Series A Preferred Stock shall be entitledentitled pursuant to such conversion. This If this Note is physically surrendered for conversion shall be deemed pursuant to have been made at Section 3(c)(iii) and the close of business on outstanding Principal is greater than the Optional Conversion Date so that the rights Principal portion of the Holder Conversion Amount being converted, then the Company shall, as soon as practicable, and in no event later than two (2) Business Days after receipt of Shares of Series A Preferred Stock as this Note and at its own expense, issue and deliver to the shares being converted shall cease except for Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as having become the record holder or holders of those Common such Ordinary Shares at that time on that date. the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (iiias defined in the Securities Purchase Agreement), within five (5) In lieu days after the effective date of the foregoing procedures, if Registration Statement (as defined in the Series A Preferred Stock is held in global certificate formRegistration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (or its designee) in connection with any sale of Shares of Series A Preferred Stock must comply Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the procedures of DTC to convert its beneficial interest in respect Holder has entered into a contract for sale, and delivered a copy of the Series A Preferred Stock represented by a global stock certificate prospectus included as part of the Series A Preferred Stockparticular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date of receipt by the Company of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Ordinary Shares and provided that the Company’s U.S. transfer agent (the “Transfer Agent”) is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Common Ordinary Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Ordinary Shares to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series A Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Note representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as having become the beneficial owner of such Ordinary Shares by the Company, with respect to any dividend or other distributions payable on the Ordinary Shares with a record holder date between the date of those Common Shares at that time on that date. (iii) In lieu transmission of a Conversion Notice and the issuance of the foregoing procedures, if the Series A Preferred Stock is held in global certificate formrelevant Ordinary Shares issuable pursuant to such Conversion Notice. In connection with any conversion of a Conversion Amount into Ordinary Shares on a Conversion Date, the Company shall, on the relevant Share Delivery Date, set off (verrekenen) its debt under the Note to pay such Conversion Amount against its receivable from the Holder of to pay up in full, and satisfy the issue price, for the relevant Ordinary Shares of Series A Preferred Stock must comply with issuable upon such conversion (and, for that purpose, such issue price shall be the procedures of DTC to convert its beneficial interest in respect of same amount as the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred StockConversion Amount).

Optional Conversion. (ia) If In addition to and without limiting the Initial Listing has not occurred as rights of March __the holder of this Option under the terms of this Option, 2020 such holder shall have the right (the “Optional Trigger Date”), then, holders "Conversion Right") to convert this Option or any portion thereof into shares of Shares of Series A Preferred Stock, at their option, may, Common Stock as provided in this Section 16 at any time from and from time after the Effective Date and to time after such dateand including the Expiration Date, convert all, but not less than all, subject to the restrictions set forth in Section 5. Upon exercise of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date Right with respect to a Share particular number of Series A Preferred Stock shares subject to this Option (the “Optional Conversion Date”"Converted Option Shares"). As promptly , the Company shall deliver to the holder of this Option, without payment by the holder of any exercise price or any cash or other consideration, that number of shares of Common Stock equal to the quotient obtained by dividing the Net Value (as practicable after hereinafter defined) of the Optional Conversion Date with respect to any Converted Option Shares by the Market Price of Series A Preferred a single share of Common Stock, the Corporation shall (A) reflect the issuance determined in each case as of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights (as hereinafter defined). The "Net Value" of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Converted Option Shares shall be treated for all purposes as determined by subtracting the aggregate option purchase price of the Converted Option Shares from the Market Price of the Converted Option Shares. Notwithstanding anything in this Section 16 to the contrary, the Conversion Right cannot be exercised with respect to a number of Converted Option Shares having become a Net Value below $100. No fractional shares shall be issuable upon exercise of the record Conversion Right, and if the number of shares to be issued in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder of those Common Shares at that time on that datethis Option an amount in cash equal to the fair market value of the resulting fractional share. (iiib) In lieu The Conversion Right may be exercised by the holder of this Option by the surrender of this Option at the principal office of the foregoing procedures, if Company together with a written statement specifying that the Series A Preferred Stock is held holder thereby intends to exercise the Conversion Right and indicating the number of shares subject to this Option which are being surrendered (referred to in global certificate form, paragraph (a) above as the Holder Converted Option Shares) in exercise of Shares the Conversion Right. Such conversion shall be effective upon receipt by the Company of Series A Preferred Stock must comply this Option together with the procedures aforesaid written statement, or on such later date as is specified therein (the "Conversion Date"), but not later than the Expiration Date. Certificates for the shares of DTC to convert its beneficial interest in respect Common Stock issuable upon exercise of the Series A Preferred Stock represented by Conversion Right, together with a global stock certificate check in payment of any fractional share and, in the case of a partial exercise, a new option evidencing the shares remaining subject to this Option, shall be issued as of the Series A Preferred StockConversion Date and shall be delivered to the holder of this Option within 7 days following the Conversion Date.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred StockThe Holder is entitled, at their its option, may, to convert at any time and from time to time after such dateninety (90) days from the Closing Date, convert alluntil payment in full of this Debenture, but not less than allall or any part of the principal amount of the Debenture, plus accrued interest, into shares (the "Conversion Shares") of their outstanding Shares the Company's common stock, $0.001 par value ("Common Stock"), at the price per share (the "Conversion Price") equal to either (a) an amount equal to Fixed Price of Series A Preferred 120% of the closing bid price on the Closing Date of the Common Stock into as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P. (the "Closing Bid Price") as of the date hereof, or (b) an amount equal to eighty percent (80%) of the five (5) lowest Closing Bid Price of the Common Stock for the twenty (20) trading days immediately preceding the Conversion Amount of Date (as defined herein). Subparagraphs (a) and (b) above are individually referred to as a "Conversion Price". As used herein, "Principal Market" shall mean the Nasdaq Bulletin Board System, Nasdaq SmallCap Market, or American Stock Exchange. If the Common Shares. (ii) Following Stock is not traded on a Principal Market, the Optional Trigger DateClosing Bid Price shall mean, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at reported Closing Bid Price for the office of its transfer agentCommon Stock, as may be designated furnished by the Board National Association of DirectorsSecurities Dealers, the certificate or certificates, if anyInc., for the Shares applicable periods. No fraction of Series A Preferred Stock shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to be convertedthe nearest whole share. To convert this Debenture, accompanied by a the Holder hereof shall deliver written notice stating that thereof, substantially in the Holder form of Shares of Series A Preferred Stock elects Exhibit "A" to convert such Shares in accordance this Debenture, with appropriate insertions (the provisions described in this Section 5(c) and specifying "Conversion Notice"), to the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedCompany at its address as set forth herein. The date on upon which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock effective (the “Optional "Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A") reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at be the close date set forth in the Conversion Notice, provided that the Company or the transfer agent delivers the Conversion Shares within ten (10) business days after receipt of a Conversion Notice. If such Conversion Shares are not delivered within such ten (10) business on day period, the Optional Conversion Date so that shall be the rights date such shares are actually delivered to the Holder. The "Closing Date," as used in this document, is the date of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply Company filing a registration statement with the procedures of DTC SEC to convert its beneficial interest including the Conversion Shares in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stocksuch registration.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at At any time and from time to time after such datetime, any Holder shall have the right, at its option, to convert all, but not less than all, all or any portion of their outstanding Shares the shares of Series A B Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares including all accrued dividends paid or payable in shares of Series A B Preferred Stock may convert some or all and any fraction of their a share) held by such Holder into such number of shares by surrendering to of fully paid and nonassessable Common Stock as equals the Corporation at its principal office or at product of (i) the office number of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares shares of Series A B Preferred Stock to be converted, accompanied converted by a written notice stating that such Holder and (ii) the Holder quotient of Shares (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional conversion of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A B Preferred Stock shall be entitled deemed to have been effected as of the close of business on the stock records effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion Date"); provided, however, that the Conversion Date shall not be a date earlier than the date such notice is so given, and if such notice does not specify a conversion date, the Conversion Date shall be deemed to be the date such notice is given to the Corporation. On the Conversion Date, the rights of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares holder of such Series A B Preferred Stock as such Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock are to be entitled. This issued upon such conversion shall be deemed to have been made at become the close holder or holders of business on the Optional Conversion Date so that the rights record of the Holder shares of Shares Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A B Preferred Stock is held to be made in global certificate form, the Holder of Shares of Series A Preferred Stock must comply connection with the procedures of DTC to convert its beneficial interest in respect a public offering other than a Qualified Public Offering or a Sale of the Series A Preferred Stock represented by Corporation other than a global stock certificate Qualified Sale of the Series A Preferred StockCorporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing of such public offering or Sale of the Corporation, as the case may be.

Optional Conversion. (i) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March __this Section 4(a) of Schedule A, 2020 (and subject to compliance with the “Optional Trigger Date”)requirements of the Act, then, holders of Shares of any Series A Preferred Stock, at their option, Preference Share may, at the option of the holder thereof, be converted at any time into fully-paid and from time to time after such date, convert all, but not less than all, of their outstanding nonassessable Ordinary Shares of Series A Preferred Stock into based on the then-effective Applicable Conversion Amount of Common SharesPrice. (ii) Following The holder of any Series A Preference Shares who desires to convert such shares into Ordinary Shares shall surrender the Optional Trigger Datecertificate or certificates therefor, Holders duly endorsed, at the principal office of Shares the Company or any transfer agent for the Series A Preference Shares, and shall give written notice to the Company at such office that such holder has elected to convert such shares. Such notice shall state the number of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of DirectorsPreference Shares being converted. Thereupon, the Company shall promptly issue and deliver to such holder at such office a certificate or certificates, if any, certificates for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Ordinary Shares to which the Holder holder is entitled. No fractional Ordinary Shares shall be issued upon conversion of the Series A Preference Shares, and the number of Ordinary Shares to be so issued to a holder of Series A Preferred Stock shall be entitled on Preference Shares upon the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares conversion of such Series A Preferred Stock Preference Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be entitledrounded to the nearest whole share (with one-half being rounded upward). This Such conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of Shares of the certificates representing the Series A Preferred Stock as Preference Shares to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person entitled to receive the Common Ordinary Shares issuable upon such conversion shall be treated for all purposes as having become the record holder of those Common such Ordinary Shares at that time on that such date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger a "Conversion Date”"), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the "Conversion Notice") to the Company and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (X) if legends are not required to be placed on certificates of Common Stock and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program (the “FAST Program”), credit such aggregate number of shares of Common Shares Stock to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC FAST Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Commission. Before any issuances of shares of Common Stock may be made in connection with any conversion (x) under the DTC FAST Program or (y) pursuant to a Conversion Notice requesting that a certificate be issued without a restrictive legend, the Company may, in its sole discretion, require an opinion of counsel for the Holder that such transfer is exempt from the registration requirements of Shares the Securities Act. If the Company determines that a restrictive legend is required in connection with any issuance of Series Common Stock pursuant to a Conversion Notice, the following legend shall appear on such certificate(s): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A Preferred Stock TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, WITH RESPECT TO WHICH THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. If this Debenture is physically surrendered for conversion and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time on that dateStock upon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as Any holder of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares shares of Series A E Preferred StockStock shall have the right, at their its option, may, at any time and from time to time after prior to the Effective Time (as such dateterm is defined in the Merger Agreement), convert allto convert, but not less than allsubject to the terms and provisions of this Section 7 of Article V.C, any or all of their outstanding Shares such holder’s shares of Series A E Preferred Stock into the Conversion Amount such number of fully paid and non-assessable shares of Common Shares. Stock as is equal to the product of (i) the number of shares of Series E Preferred Stock being so converted multiplied by (ii) Following the Optional Trigger Datequotient of (x) the Series E Accreted Value divided by (y) the Series E Conversion Price, Holders subject to adjustment as provided in Section 7(c) of Shares this Article V.C below. Such conversion right shall be exercised by the surrender of certificate(s) representing the shares of Series A E Preferred Stock may convert some or all of their shares by surrendering to be converted to the Corporation at any time during usual business hours at its principal place of business maintained by it (or such other office or at agency of the office Corporation as the Corporation may designate by notice in writing to the holders of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares shares of Series A E Preferred Stock to be convertedStock), accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock holder elects to convert such Shares in accordance with the provisions described in this Section 5(c) shares of Series E Preferred Stock and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(i) of this Article V.C below. All certificates representing shares of Series A E Preferred Stock wishes the certificate or certificates, if any, surrendered for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed delivered to the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”)Corporation for cancellation and canceled by it. As promptly as practicable after the Optional Conversion Date with respect to surrender of any Shares shares of Series A E Preferred Stock, in any event within seven (7) days of the receipt of such certificates, the Corporation shall (Asubject to compliance with the applicable provisions of federal and state securities laws) reflect deliver to the issuance holder of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (Bshares so surrendered certificate(s) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable nonassessable shares of Common Shares, if then certificated, Stock into which such shares are entitled to which be converted. At the Holder time of Shares the surrender of such Series A Preferred certificate(s), the Person in whose name any certificate(s) for shares of Common Stock shall be entitled. This issuable upon such conversion shall be deemed to have been made at be the close holder of business record of such shares of Common Stock on the Optional Conversion Date so such date, notwithstanding that the rights share register of the Holder of Shares of Series A Preferred Corporation shall then be closed or that the certificates representing such Common Stock as shall not then be actually delivered to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datesuch Person. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger a "Conversion Date”"), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the "Conversion Notice") to the Company and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Common Stock and provided that the Company’s transfer agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Shares Stock to which the Holder of Shares of Series A Preferred Stock shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be places on the stock records certificates or book-entry positions of the CorporationCommon Stock, issue and (B) deliver to the address as specified in the Conversion Notice, a certificate or cause to be delivered (i) certificates representing book-entry position, registered in the name of the Holder or its designee, for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This If this Debenture is physically surrendered for conversion shall be deemed to have been made at and the close outstanding Principal of business on this Debenture is greater than the Optional Conversion Date so that the rights Principal portion of the Holder Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of Shares of Series A Preferred Stock as this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time on that dateStock upon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March __this Article 6A(iii)(4)(a) and subject to complying with the requirements of the Statute, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A each Preferred StockShare may, at their optionthe sole option of the holder thereof, may, be converted at any time and from time to time after such date, convert all, but not less than all, of their outstanding the relevant Original Issue Date into fully paid and nonassessable Common Shares of Series A Preferred Stock into based on the then-effective applicable Conversion Amount of Common SharesPrice in accordance with this Article 6A(iii)(4). (ii) Following Any Preferred Shareholder who desires to convert its Preferred Shares into Common Shares shall surrender the Optional Trigger Datecertificate or certificates therefor, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or duly endorsed, at the office of its the Company or any transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, agent for the Shares of Series A Preferred Stock to be convertedShares, accompanied by a and shall give written notice stating to the Company at such office that the Holder of Shares of Series A such Preferred Stock elects Shareholder has elected to convert such Preferred Shares. Such notice shall state the number of Preferred Shares being converted (whether all or some only). Thereupon, the Company shall promptly record such conversion in accordance with its register of Members and issue and deliver to such Preferred Shareholder at the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A address specified by such Preferred Stock wishes the Shareholder a certificate or certificates, if any, certificates for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which such Preferred Shareholder is entitled and, if the Holder conversion is of part only of a holding, a new certificate for the balance of Preferred Shares of Series A retained by such Preferred Stock Shareholder. No fractional Common Shares shall be entitled on the stock records issued upon conversion of the CorporationPreferred Shares, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Shares to which be so issued to a Preferred Shareholder upon the Holder conversion of the Preferred Shares of (after aggregating all fractional Common Shares that would be issued to such Series A Preferred Stock Shareholder) shall be entitledrounded to the nearest whole share (with one-half being rounded upward). This Such conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of the certificates representing the Preferred Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person Person entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as having become the record holder of those such Common Shares at that time on that such date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company's (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Common Ordinary Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered Ordinary Shares in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Ordinary Shares to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Debenture is physically surrendered for conversion and the outstanding Principal of Shares this Debenture is greater than the Principal portion of Series A Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Ordinary Shares issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those Common such Ordinary Shares at that time upon the transmission of a Conversion Notice. In connection with any conversion of a Conversion Amount into Ordinary Shares on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate forma Conversion Date, the Company shall, on the relevant Share Delivery Date, set off (verrekenen) its debt under the relevant Debenture(s) to pay such Conversion Amount against its receivable from the Holder of to pay up in full, and satisfy the issue price, for the relevant Ordinary Shares of Series A Preferred Stock must comply with issuable upon such conversion (and, for that purpose, such issue price shall be the procedures of DTC to convert its beneficial interest in respect of same amount as the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred StockConversion Amount).

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Shares to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series A Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Note representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those such Common Shares at that time on that dateupon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert any Conversion Amount into Conversion Shares on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by facsimile (or otherwise deliver), for receipt on or before 5:00 p.m., Atlanta Time, on such date, a copy of an executed notice of conversion in the issuance form attached as Exhibit I (the “Conversion Notice”) to the Company and (B) surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or provide an indemnification undertaking acceptable to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the second (2nd) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall: (x) provided that (1) the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program and (2) the Registration Condition is satisfied, credit such aggregate number of Common Conversion Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if the Registration Condition is not satisfied, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the CorporationHolder, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Conversion Shares to which the Holder of Shares of such Series A Preferred Stock shall be entitled, provided, however, that such certificate shall bear the following restrictive legend: Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Conversion Shares until this Note is physically surrendered to the Company, or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an indemnification undertaking acceptable to the Company to indemnify the Company from any loss incurred by it in connection therewith. This conversion shall be deemed to have been made at If the close outstanding Principal of business on this Note is greater than the Optional Conversion Date so that the rights Principal portion of the Holder Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than four (4) Trading Days after receipt of Shares of Series A Preferred Stock as this Note and at its own expense, issue and deliver to the shares being converted shall cease except for Holder a new Note (in accordance with Section 14(d)) representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those Common Shares at that time on that datesuch Conversion Shares. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares Each share of Series A B Preferred Stock, at their option, may, Stock may be converted at any time from and from time to time after such datethe Initial Issuance Date, convert allat the option of the holder thereof, but not less than allin the manner hereinafter provided, into fully-paid and nonassessable shares of their outstanding Shares Common Stock, provided, however, that on any redemption of any Series A B Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records liquidation of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number right of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made terminate at the close of business on the Optional date fixed for such redemption or for the payment of any amounts distributable on liquidation to the holders of Series B Preferred Stock, as the case may be (unless the Corporation defaults upon the payment due upon such redemption or liquidation). (a) The applicable conversion rate ("Conversion Date so that the rights Rate") and conversion price ("Conversion Price") of the Holder Series B Preferred Stock from time to time in effect is subject to adjustment as hereinafter provided. The initial Conversion Rate shall be 500 shares of Shares Common Stock for each one share of Series A B Preferred Stock as surrendered for conversion representing an initial Conversion Price (for purposes of Section 6) of $10.00 per share of Common Stock. Exercise of the conversion right set forth herein by the exercising holder shall not extinguish such holder's right to receive, and of the Corporation's obligation to pay, any and all accrued but unpaid dividends, whether or not declared, up to and including the time of conversion in respect of any shares of Series B Preferred Stock then being converted converted. In the event any such accrued but unpaid dividends are not paid at the time of such conversion, interest on the unpaid amount of such dividends shall cease continue to accrue at the rate of 12% per annum, compounded quarterly, until such amount is paid. (b) The Corporation shall not issue fractions of shares of Common Stock upon conversion of Series B Preferred Stock or scrip in lieu thereof. If any fraction of a share of Common Stock would, except for the right provisions of this paragraph (b), be issuable upon conversion of any Series B Preferred Stock, the Corporation shall in lieu thereof pay to receive the conversion value, and the person entitled thereto an amount in cash equal to receive such fraction multiplied by the Market Price of one share of Common Shares shall be treated for all purposes as having become Stock, calculated to the record holder nearest one-hundredth (1/100) of those Common Shares at that time on that datea share. (iiic) Whenever the Conversion Rate and Conversion Price shall be adjusted as provided in Section 6 hereof, the Corporation shall forthwith file at each office designated for the conversion of Series B Preferred Stock, a statement, signed by the Chairman of the Board, the President, any Vice President or Treasurer of the Corporation, showing in reasonable detail the facts requiring such adjustment and the Conversion Rate that will be effective after such adjustment. The Corporation shall also cause a notice setting forth any such adjustments to be sent by mail, first class, postage prepaid, to each holder of record of Series B Preferred Stock at his or its address appearing on the stock register. If such notice relates to an adjustment resulting from an event referred to in paragraph 6(g), such notice shall be included as part of the notice required to be mailed and published under the provisions of paragraph 6(g) hereof. (d) In lieu order to exercise the conversion privilege, the holder of record of any Series B Preferred Stock to be converted shall surrender his or its certificate or certificates therefor to the principal office of the foregoing procedures, if transfer agent for the Series A B Preferred Stock (or if no transfer agent is held in global certificate format the time appointed, then the Holder of Shares of Series A Preferred Stock must comply with Corporation at its principal office), and shall give written notice to the procedures of DTC Corporation at such office that the holder elects to convert its beneficial interest in respect of the Series A B Preferred Stock represented by a global stock such certificates, or any number thereof. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, subject to any restrictions on transfer relating to shares of the Series A B Preferred Stock or shares of Common Stock upon conversion thereof. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly authorized in writing. The date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of the certificates and notice shall be the conversion date. As soon as practicable after receipt of such notice and the surrender of the certificate or certificates for Series B Preferred Stock as aforesaid, the Corporation shall cause to be issued and delivered at such office 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 paragraph (b) of this Section 5 in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (e) The Corporation shall at all times when the Series B Preferred Stock shall be outstanding reserve and keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the Series B Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully-paid and nonassessable shares of such Common Stock at such adjusted Conversion Price. (f) All shares of Series B Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall forthwith cease and terminate except the right of the holder thereof to receive payment of any accrued but unpaid dividends thereon and shares of Common Stock in exchange therefor. Any shares of Series B Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized Series B Preferred Stock accordingly.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, The holders of Shares shares of Series A B Preferred StockStock shall have the right, at their option, may, at any time and from time to time after such date, convert all, all (but not less than all) such shares into shares of Common Stock at any time (including immediately prior to any liquidation, dissolution or winding up of their outstanding Shares the affairs of the Corporation) on and subject to the following terms and conditions: (i) Each share of Series A B Preferred Stock shall be convertible into the Conversion Amount one share of Common SharesStock (herein called the “Conversion Ratio”). The Conversion Ratio shall be adjusted in certain instances as provided in Section 5(a)(iv). (ii) Following the Optional Trigger Date, Holders of Shares In order to convert shares of Series A B Preferred Stock may convert some Stock, the holder thereof shall surrender at the office of the Corporation the certificate(s) therefor, duly endorsed or all of their shares by surrendering assigned to the Corporation or in blank, and give written notice to the Corporation at its principal such office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock he elects to convert such Shares in accordance with the provisions described in this Section 5(cshares. (iii) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A B Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at converted immediately prior to the close of business on the Optional Conversion Date so that day of surrender of the certificate(s) for such shares for conversion in accordance with the foregoing provisions, and at such time the rights of the Holder holder of Shares of Series A Preferred Stock such shares as to the shares being converted a holder thereof shall cease except for the right to receive the conversion value, and from and after such time the person entitled to receive the Common Shares Stock issuable upon such conversion shall be treated for all purposes as having become the record holder of those such Common Shares Stock. As promptly as practicable on or after the conversion date, the Corporation shall issue and deliver at that time on that datesuch office a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with payment in lieu of any fraction of a share, as provided in Section 5(c), to the person or persons entitled to receive the same. (iiiiv) In lieu the event the Corporation shall, at any time or from time to time after the Original Issue Date while the shares of Series B Preferred Stock remain outstanding, effect a subdivision (by any stock split, stock dividend, dividend of options, warrants or other similar instruments, stock reclassification or otherwise) of the foregoing proceduresoutstanding shares of Common Stock into a greater number of shares of Common Stock (or other equity interests) or a spin-off or other distribution of indebtedness or other assets, then and in each such event the Conversion Ratio in effect at the opening of business on the day after the date upon which such subdivision, spin-off or other distribution becomes effective shall be proportionately adjusted. Additionally, if the Corporation shall, at any time or from time to time after the Original Issue Date while the shares of Series A B Preferred Stock remain outstanding, effect a combination (by any reverse stock split or otherwise) of the outstanding shares of Common Stock or any repurchase of any outstanding shares of Common Stock such that it results in a smaller number of shares of Common Stock (or other equity interests) (other than ordinary course repurchases or deemed repurchases occurring in connection with the vesting or exercise of compensatory equity awards and related tax withholding), then and in each such event the Conversion Ratio in effect at the opening of business on the day after the date upon which such combination or repurchase becomes effective shall be proportionately adjusted. Additionally, if the Corporation issues any Parity Stock during the 12 months after the Original Issue Date, which Parity Stock is held in global certificate formconvertible into Common Stock and has a conversion ratio therefor that is more favorable to the holder(s) of such Parity Stock than the Conversion Ratio, then the Conversion Ratio shall be automatically adjusted to be equal to such more favorable conversion ratio. Additionally, if the Corporation issues any Parity Stock during the 12 months after the Original Issue Date, which Parity Stock is convertible into Common Stock and the issuance price (including original issuance discount and other similar fees) for such Parity Stock (for purposes of this Section 5(a)(iv), the Holder “Parity Stock Issuance Price”) is less than $4.57218 per share (the “Series B Price”), then (to the extent not duplicative of Shares any adjustment made pursuant to the immediately preceding sentence) the Conversion Ratio shall be automatically adjusted by multiplying it by the quotient derived by dividing the Series B Price by the Parity Stock Issuance Price. (For example, on the Original Issuance Date, the Conversion Ratio is 1 share of Series A B Preferred Stock must comply with convertible into 1 share of Common Stock; if the procedures Corporation were to issue shares of DTC to convert its beneficial interest in respect Parity Stock at $2.28609 per share, then the Conversion Ratio would be adjusted such that thereafter 1 share of the Series A B Preferred Stock represented by a global stock certificate would be convertible into 2 shares of the Series A Preferred Common Stock.) Any adjustment under this Section 5(a)(iv) shall become effective immediately after the opening of business on the day after the date upon which the applicable event becomes effective.

Optional Conversion. (ia) If At the Initial Listing has not occurred option of the holder thereof, each share of Series A Preferred Stock and Series B Preferred Stock shall be convertible, at any time, or from time to time, into fully paid and nonassessable shares of Common Stock as provided herein. (b) Each holder of March __Series A Preferred Stock and Series B Preferred Stock who elects to convert the same into shares of Common Stock shall surrender the certificate(s) therefor, 2020 (duly endorsed, at the “Optional Trigger Date”), then, holders office of Shares of the Corporation or any transfer agent for the Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A B Preferred Stock into the Conversion Amount of or Common Shares. (ii) Following the Optional Trigger DateStock, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering and shall give written notice to the Corporation at its principal such office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock such holder elects to convert such Shares in accordance with the provisions described in this Section 5(c) same and specifying shall state therein the name or names in which the holder number of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedbeing converted. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, Thereupon the Corporation shall (Apromptly issue and deliver at such office to such holder a certificate(s) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series A Preferred Stock shall be entitledholder is entitled upon such conversion. This Such conversion shall be deemed to have been made at the immediately prior to fee close of business on the Optional Conversion Date so that the rights date of such surrender of the Holder of Shares certificate(s) representing the shares of Series A Preferred Stock as and Series B Preferred Stock to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person entitled to receive the shares of Common Shares Stock issuable upon such conversion shall be treated for all purposes as having become the record holder of those such shares of Common Shares at that time Stock on that such date. (iii) In lieu . If a conversion election under this Section 6.1 is made in connection with an underwritten offering of the foregoing proceduresCorporation’s securities, if or registration in connection with a reverse merger, pursuant to the Series A Preferred Stock is held in global certificate formSecurities Act of 1933, as amended (the “Securities Act”) (which underwritten offering does not cause an automatic conversion pursuant to Section 6.2 to take place), the Holder conversion may, at the option of Shares the holder tendering shares of Series A Preferred Stock must comply and Series B Preferred Stock for conversion, be conditioned upon the closing with the procedures of DTC to convert its beneficial interest in respect underwriters of the sale of the Corporation’s securities pursuant to such offering, in which event the holders making such election who are entitled to receive Common Stock upon conversion of their Series A Preferred Stock represented by a global stock certificate and Series B Preferred Stock shall not be deemed to have converted such shares of the Series A Preferred StockStock and Series B Preferred Stock until immediately prior to the closing of such sale of the Corporation’s securities in fee offering.

Optional Conversion. (i) If A Limited Partner, in its capacity as the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares holder of Series A Preferred StockUnits, shall have the right to convert all or a portion of such Series A Preferred Units into Common Units, provided that an equivalent number of Series A Preferred Shares are substantially concurrently therewith being converted into Common Shares, as follows: (i) Subject to and upon compliance with the provisions of this Section E, the Limited Partner, in its capacity as the holder of Series A Preferred Units shall have the right, at their its option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing into the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which Units at the Holder Conversion Price (as in effect at the time and on the date provided for in paragraph (ii) of Shares of this Section E) by surrendering such Series A Preferred Stock Units to the Partnership to be converted, such surrender to be made in the manner provided in paragraph (ii) of this Section E. Upon the conversion of Series A Preferred Shares pursuant to this Section E(i), all rights to any accumulated and unpaid dividends on such Series A Preferred Shares shall be entitledcancelled and shall terminate. (ii) In order to exercise the conversion right, the Limited Partner, in its capacity as the holder of each Series A Preferred Unit to be converted shall deliver to the Partnership a notice of conversion. This Each conversion shall be deemed to have been made effected immediately prior to the close of business on the date on which the Limited Partner delivers notice of election of conversion and the Limited Partner shall be deemed to have become the holder or holders of record of the Common Units represented thereby at such time on such date, and such conversion shall be at the Conversion Price in effect at such time and on such date unless the stock transfer books of the Partnership shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the Optional next succeeding day on which such partnership transfer books are open, but such conversion shall be at the Conversion Date so that Price in effect on the rights of the Holder of Shares of date on which such Series A Preferred Stock as to Units shall have been surrendered and received by the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateLimited Partner. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect No fractional Partnership Unit shall be issued upon conversion of the Series A Preferred Stock represented by Units. Instead of any fractional interest in a global stock certificate Common Unit that would otherwise be deliverable upon the conversion of the a Series A Preferred StockUnit, the Partnerships shall pay to the holder of such Series A Preferred Unit an amount in cash based upon the Current Market Price of Common Shares of the General Partner on the Trading Day immediately preceding the date of conversion. (iv) The Conversion Price shall be adjusted from time to time at the same time and in a like manner as set forth in the Declaration of Trust.

Optional Conversion. To convert a Preferred Share into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), thena Holder shall deliver (via electronic mail), holders of Shares of Series A Preferred Stockfor receipt on or prior to 4:59 p.m., at their optionNew York time, may, at any time and from time to time after on such date, convert all, but not less than all, a copy of their outstanding an executed notice of conversion of the share(s) of Preferred Shares of Series A Preferred Stock into subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Amount of Common Shares. (iiNotice”) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at Company. If required by Section 4(c)(iii), within two (2) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the office of its transfer agent, as may be designated by Company the Board of Directors, the certificate or original certificates, if any, for representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of Series A Preferred Stock its loss, theft or destruction as contemplated by Section 21(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to be convertedsuch Holder and the Company’s transfer agent (the “Transfer Agent”), accompanied by a written notice stating that which confirmation shall constitute an instruction to the Holder of Shares of Series A Preferred Stock elects Transfer Agent to convert process such Shares Conversion Notice in accordance with the provisions described terms herein. On or before the second (2nd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade on the Principal Market initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in this Section 5(cThe Depository Trust Company’s (“DTC”) and specifying the name or names in which the holder Fast Automated Securities Transfer Program, credit such aggregate number of shares of Series A Preferred Common Stock wishes to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the certificate Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such Conversion Notice, a certificate, registered in the name of such Holder or certificates, if anyits designee, for the number of shares of Common Stock to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to be issuedSection 4(c)(iii) is greater than the number of Preferred Shares being converted, if certificated. The date on which then the Corporation has received all Company shall, as soon as practicable and in no event later than five (5) Trading Days after receipt of the surrendered certificate Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder (or certificates, if any, the notice relating to the conversion shall be deemed the conversion date its designee) a new Preferred Share Certificate (in accordance with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”Section 21(d). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Preferred Shares of such Series A Preferred Stock shall be entitlednot converted. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as having become the record holder or holders of those such shares of Common Stock on the Conversion Date. In connection with any conversion of Preferred Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate formby a Holder, the number of Preferred Shares converted by such Holder shall be deducted from the Installment Amount(s) of Shares of Series A Preferred Stock must comply with such Holder relating to the procedures of DTC to convert its beneficial interest Installment Date(s) as set forth in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stockapplicable Conversion Notice.

Optional Conversion. (ia) If In addition to and without limiting the Initial Listing has not occurred as rights of March __the holder of this Option under the terms of this Option, 2020 such holder shall have the right (the “Optional Trigger Date”), then, holders "Conversion Right") to convert this Option or any portion thereof into shares of Shares of Series A Preferred Stock, at their option, may, Common Stock as provided in this Section 14 at any time from and from time after the Effective Date and to time after such dateand including the Expiration Date, convert all, but not less than all, subject to the restrictions set forth in Section 4. Upon exercise of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date Right with respect to a Share particular number of Series A Preferred Stock shares subject to this Option (the “Optional Conversion Date”"Converted Option Shares"). As promptly , the Company shall deliver to the holder of this Option, without payment by the holder of any exercise price or any cash or other consideration, that number of shares of Common Stock equal to the quotient obtained by dividing the Net Value (as practicable after hereinafter defined) of the Optional Conversion Date with respect to any Converted Option Shares by the Market Price of Series A Preferred a single share of Common Stock, the Corporation shall (A) reflect the issuance determined in each case as of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights (as hereinafter defined). The "Net Value" of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Converted Option Shares shall be treated for all purposes as determined by subtracting the aggregate option purchase price of the Converted Option Shares from the Market Price of the Converted Option Shares. Notwithstanding anything in this Section 14 to the contrary, the Conversion Right cannot be exercised with respect to a number of Converted Option Shares having become a Net Value below $100. No fractional shares shall be issuable upon exercise of the record Conversion Right, and if the number of shares to be issued in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder of those Common Shares at that time on that datethis Option an amount in cash equal to the fair market value of the resulting fractional share. (iiib) In lieu The Conversion Right may be exercised by the holder of this Option by the surrender of this Option at the principal office of the foregoing procedures, if Company together with a written statement specifying that the Series A Preferred Stock is held holder thereby intends to exercise the Conversion Right and indicating the number of shares subject to this Option which are being surrendered (referred to in global certificate form, paragraph (a) above as the Holder Converted Option Shares) in exercise of Shares the Conversion Right. Such conversion shall be effective upon receipt by the Company of Series A Preferred Stock must comply this Option together with the procedures aforesaid written statement, or on such later date as is specified therein (the "Conversion Date"), but not later than the Expiration Date. Certificates for the shares of DTC to convert its beneficial interest in respect Common Stock issuable upon exercise of the Series A Preferred Stock represented by Conversion Right, together with a global stock certificate check in payment of any fractional share and, in the case of a partial exercise, a new option evidencing the shares remaining subject to this Option, shall be issued as of the Series A Preferred StockConversion Date and shall be delivered to the holder of this Option within 7 days following the Conversion Date.

Optional Conversion. (i) If the Initial Listing has not occurred as Each outstanding share of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Junior Preferred Stock shall be entitled on the stock records of the Corporationconverted into, and (Bsubject to adjustment as set forth in Section 7(d) deliver or cause to be delivered (i) certificates representing the number of validly issuedhereof, one fully paid and non-assessable share of Common SharesStock (such share-for-share conversion ratio, as adjusted from time to time, being hereinafter referred to as the "Conversion Ratio") if then certificatedthe holders of a majority of the outstanding shares of Junior Preferred Stock, voting as a class, approve such conversion; provided, however, that such holders may elect, from time to time, to require the conversion of less than all of the shares of Junior Preferred Stock then outstanding, in which case such partial conversion will be made on an equal basis such that, immediately following such conversion, each holder of Junior Preferred Stock will hold the Holder same percentage of Shares the issued and outstanding Junior Preferred Stock as it held immediately prior to such conversion. Following written notice to the Company of any such election, the Company shall establish a record date for such conversion (which shall be no earlier than the date of the Company's receipt of such Series A notice and no later than 20 days after the Company's receipt of such notice) and shall notify each holder of record (as of such record date), by first class mail, postage prepaid, of the full or partial conversion of the Junior Preferred Stock in accordance with this Section 7(a) and that the issuance of certificates representing the shares of Common Stock issued as a result of conversion (and any Junior Preferred Stock remaining outstanding after such conversion) shall be entitledeffected in accordance with the procedures set forth in Section 7(c) hereof. This Failure to give such notice to any such holder shall in no way affect the full or partial, as applicable, conversion of such Junior Preferred Stock into Common Stock. The conversion effected pursuant to this Section 7(a) shall be deemed to have been made at the close of business occurred on the Optional Conversion Date so that record date established as set forth above and the shares of Junior Preferred Stock converted on such conversion shall be automatically converted at such time. Immediately following such conversion, the rights of the Holder holders of Shares of Series A converted Junior Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person persons entitled to receive the Common Shares Stock upon the conversion of Junior Preferred Stock shall be treated for all purposes as having become the record holder owners of those such Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as Any holder of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares shares of Series A D Preferred StockStock shall have the right, at their its option, may, at any time and from time to time after prior to the Effective Time (as such dateterm is defined in the Merger Agreement), convert allto convert, but not less than allsubject to the terms and provisions of this Section 7 of Article V.B, any or all of their outstanding Shares such holder’s shares of Series A D Preferred Stock into the Conversion Amount such number of fully paid and non-assessable shares of Common Shares. Stock as is equal to the product of (i) the number of shares of Series D Preferred Stock being so converted multiplied by (ii) Following the Optional Trigger Datequotient of (x) the sum of the Series D Accreted Value plus all dividends accrued since the previous Series D Accrual Date divided by (y) the Series D Conversion Price, Holders subject to adjustment as provided in Section 7(c) of Shares this Article V.B. Such conversion right shall be exercised by the surrender of certificate(s) representing the shares of Series A D Preferred Stock may convert some or all of their shares by surrendering to be converted to the Corporation at any time during usual business hours at its principal place of business maintained by it (or such other office or at agency of the office Corporation as the Corporation may designate by notice in writing to the holders of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares shares of Series A D Preferred Stock to be convertedStock), accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock holder elects to convert such Shares in accordance with the provisions described in this Section 5(c) shares of Series D Preferred Stock and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder on its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(i) of this Article V.B. All certificates representing shares of Series A D Preferred Stock wishes the certificate or certificates, if any, surrendered for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed delivered to the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”)Corporation for cancellation and canceled by it. As promptly as practicable after the Optional Conversion Date with respect to surrender of any Shares shares of Series A D Preferred Stock, in any event within seven (7) days of the receipt of such certificates, the Corporation shall (Asubject to compliance with the applicable provisions of federal and state securities laws) reflect deliver to the issuance holder of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (Bshares so surrendered certificate(s) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable nonassessable shares of Common Shares, if then certificated, Stock into which such shares are entitled to which be converted. At the Holder time of Shares the surrender of such Series A Preferred certificate(s), the Person in whose name any certificate(s) for shares of Common Stock shall be entitled. This issuable upon such conversion shall be deemed to have been made at be the close holder of business record of such shares of Common Stock on the Optional Conversion Date so such date, notwithstanding that the rights share register of the Holder of Shares of Series A Preferred Corporation shall then be closed or that the certificates representing such Common Stock as shall not then be actually delivered to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datesuch Person. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver) for receipt on or prior to 9:00 a.m. New York Time on such date a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Ordinary Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver, to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Ordinary Shares to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion , which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series A Preferred Stock the Conversion Amount being converted, then the Company shall, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note, issue and deliver at its own cost to the shares being converted shall cease except for holder a new Note representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those Common such Ordinary Shares at that time on that dateupon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. At the option of the Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this Note (i) or any portion thereof), may be converted into warrants to purchase shares of Class A common stock of the Maker at a conversion price (the “Conversion Price”), equal to $1.00 per warrant (“Warrants”). If the Initial Listing has not occurred as Payee elects such conversion, the terms of March __such Warrants issued in connection with such conversion shall be identical to the warrants issued to the Payee in the private placement that closed on August 25, 2020 (the “Optional Trigger DatePrivate Placement Warrants”) in connection with the Maker’s initial public offering that closed on August 25, 2020 (the “IPO”), thenincluding that each Warrant shall entitle the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering subject to the Corporation at its principal office or same adjustments applicable to the Private Placement Warrants. Before this Note may be converted under this Section 7(a), the Payee shall surrender this Note, duly endorsed, at the office of its transfer agent, as may be designated by the Board Maker and shall state therein the amount of Directors, the certificate or certificates, if any, for the Shares unpaid principal of Series A Preferred Stock this Note to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) converted and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, certificates for the Common Shares Warrants are to be issued, if certificatedissued (or the book-entries to be made to reflect ownership of such Warrants with the Maker’s transfer agent). The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, this Note and the person or persons entitled to receive the Common Shares Warrants upon such conversion shall be treated for all purposes as having become the record holder or holders of those Common Shares at such Warrants as of such date. Each such newly issued Warrant shall include a restricted legend that time on that date. (iii) In lieu contemplates the same restrictions as the Private Placement Warrants. The Warrants and shares of Class A common stock issuable upon exercise of the foregoing proceduresWarrants shall constitute “Registrable Securities” pursuant to that certain Amended and Restated Registration Rights Agreement, if dated July 19, 2021, among the Series A Preferred Stock is held in global certificate formMaker, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred StockPayee and certain other security holders named therein.

Optional Conversion. (i) If So long as the Initial Listing has Company does not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, mayconsummate a Qualifying Financing prior thereto, at any time hereinafter upon the unanimous written election (the "Optional Conversion Election") of TVM, Merlin and Private Equity Holding to effect the conversion of all of the Convertible Notes, the outstanding principal and accrued interest on this Note shall be converted into shares of a new series of the convertible preferred stock of the Company (the "Optional Conversion Preferred Stock"), at a price per share calculated so as to assure that, immediately following such conversion of the Convertible Notes, the shares of the Common Stock issuable upon conversion of the Optional Conversion Preferred Stock bears a proportion to the total number of shares of the Company's Common Stock outstanding or issuable upon exercise and/or conversion of all options, warrants (excluding all Stock Purchase Warrants), preferred stock (including the Optional Conversion Preferred Stock) and other convertible securities then outstanding equal to the outstanding principal and accrued interest on all of the Convertible Notes divided by the sum of the outstanding principal and accrued interest on all of the Convertible Notes and $20,000,000.00. Such conversion shall occur as soon as reasonably practicable after the delivery of the Optional Conversion Election. The terms of the Optional Conversion Preferred Stock shall be subject to negotiation by the Company and the holders of the Convertible Notes, including the Payee, but in any event shall (a) provide that (1)upon any liquidation or deemed liquidation event (as described in Section 1 of Article FOURTH of the Company's Certificate of Incorporation as amended and/or restated from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “"Current Charter")) holders of Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Convertible Preferred Stock shall be entitled to receive on account of each of their shares of Optional Convertible Preferred Stock first out of the assets of the Company available to holders of the Company's capital stock, an amount not less than three (3) times the amount per share at which the Convertible Notes are converted into Optional Conversion Preferred Stock and (2) provide the Optional Convertible Preferred Stock with so-called "full ratchet anti-dilution protection," and (b) be subject to the unanimous approval of each of TVM, Merlin and Private Equity Holding. To effect such conversion, the Company and the Payee shall become parties to all ordinary and customary agreements necessary to fully set forth the terms and conditions of such purchase and to provide the Payee with all the rights, and subject the Payee to all of the restrictions or obligations, granted to or imposed on the stock records holders of the CorporationOptional Conversion Preferred Stock in connection with their purchase thereof, as such rights, restrictions and (B) deliver or obligations may have been amended from time to time. Promptly after the delivery by TVM, Merlin and Private Equity Holding of the Optional Conversion Election, the Company shall use its best efforts to cause to be delivered (i) certificates representing taken all corporate action necessary to amend its Certificate of Incorporation to authorize the number shares of validly issued, fully paid Optional Conversion Preferred Stock issuable upon conversion of the Convertible Notes and non-assessable the exercise of all Stock Purchase Warrants and the shares of Common Shares, if then certificated, to which the Holder of Shares Stock issuable upon conversion of such Series A shares of Optional Conversion Preferred Stock shall be entitled. This conversion shall be deemed and to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as effect all other changes to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall Company's Certificate of Incorporation as may be treated for all purposes as having become the record holder of those Common Shares at that time on that daterequired. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. This Note may, at the Holder’s option, be converted to either Common Stock or Equity Securities (defined below), as applicable, under the following circumstances and in the following manner: (a) At any time after March 6, 2009 all or any portion of the unpaid principal of this Note plus accrued interest on this Note may, at the Holder’s option, be converted into the most recently issued series of Preferred Stock at the conversion price of such series as of the date of such conversion. (b) If Company closes a Qualified Public Offering at any time after March 6, 2009, to and including the Target Date, all or any portion of the unpaid principal of this Note plus accrued interest on this Note may be converted at the option of the Holder of this Note at the closing of the Qualified Public Offering into shares of Common Stock of Company at a conversion price equal to 90% of the initial public offering price per share at which such Common Stock was issued and sold to the public in such Qualified Public Offering. (c) If, after the original issuance of this Note, Company issues or sells any series of preferred stock of Company or any security convertible or exchangeable into or for preferred stock or similar securities of Company (“Equity Securities”) in a single transaction or a series of related transactions that results in aggregate proceeds to Company of at least $10,000,000 (without giving effect to the conversion of this Note or the exercise of the Warrant or the Option) (a “Qualified Financing”), all or any portion of the unpaid principal of this Note plus accrued interest on this Note may be converted at the option of the Holder of this Note at the closing of the Qualified Financing into the same class or series of Equity Securities as are issued and sold by Company in such Qualified Financing (or a class or series of Equity Securities identical in all respects to and ranking pari passu with the class or series of Equity Securities issued and sold in such Qualified Financing) at a price per share or unit equal to 90% of the lowest price per share or unit at which such Equity Securities were issued and sold in such Qualified Financing. The following Equity Securities shall not be deemed to be issued or sold as part of a Qualified Financing: (i) If Common Stock or options to purchase Common Stock issued, sold or granted pursuant to Company’s Equity Plans and Series 1 Plan as in effect on the Initial Listing has not occurred date of this Note; (ii) Common Stock issued upon conversion of shares of the Designated Preferred Stock outstanding as of March __, 2020 the date of this Note; (iii) Equity Securities of Company issued pursuant to warrants outstanding as of the “Optional Trigger Date”), then, holders date of Shares this Note; (iv) Common Stock issued and sold by Company in a single transaction or series of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less related transactions in which no Equity Securities other than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount shares of Common SharesStock are issued or sold; or (v) any and all promissory notes issued to the LRG Lenders as part of the Junior Indebtedness (as defined in the Intercreditor Agreement as defined below) or Common Stock issued upon the conversion of such promissory notes. (iid) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some On or all of their shares by surrendering immediately prior to the Corporation at its closing of any Extraordinary Transaction, all or any portion of the unpaid principal office or at the office of its transfer agent, as this Note plus accrued interest on this Note may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied at the option of the Holder, at or immediately prior to the closing of such Extraordinary Transaction into, at the further option of the Holder, (i) the same class or series of Equity Securities as were issued and sold by Company in the most recent Qualified Financing or, if a written notice stating that Qualified Financing has not occurred, the Holder most recent transaction in which Company issued and sold Equity Securities other than this Note, the Warrant and the Option (or a class or series of Shares of Series A Preferred Stock elects Equity Securities identical in all respects to convert such Shares in accordance and ranking pari passu with the provisions described class of Equity Securities issued and sold in this Section 5(csuch Qualified Financing or other transaction) and specifying at a price per share or unit equal to the name conversion price then in effect for such series or names in which the holder class of Equity Securities or (ii) that number of shares of Series A Preferred Common Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the then issuable upon conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares shares or units of Equity Securities. For the avoidance of doubt, the promissory notes issued to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records LRG Lenders as part of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock Junior Indebtedness shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datenot constitute Equity Securities under this Section 2(d). (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Ordinary Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Ordinary Shares to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series A Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Note representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Ordinary Shares issuable upon a conversion of this Note shall be treated for all the purposes of Regulation SHO of the Exchange Act as having become the record holder or holders of those Common such Ordinary Shares at that time on that dateupon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Common Stock or the book-entry position of the shares of Common Stock and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) Program, credit such aggregate number of shares of Common Shares Stock to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in FAST, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series A Preferred Stock shall be entitledentitled which certificates or statements of book-entry shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. This conversion Following the delivery of a Conversion Notice, the Company shall be deemed not deliver any Advance Notice (as defined in the EPFA (as defined below)) on or prior to have been made at the close of business on applicable Share Delivery Date, without the Optional Conversion Date so that the rights prior written consent of the Holder in its sole discretion. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series A Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the shares being converted shall cease except for Holder a new Note representing the right to receive the conversion value, outstanding Principal (and the person accrued and unpaid Interest thereon) not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time on that dateStock upon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Common Stock pursuant to the Securities Purchase Agreement and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Shares Stock to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights Section 2(g) of the Holder Securities Purchase Agreement. If this Debenture is physically surrendered for conversion and the outstanding Principal of Shares this Debenture is greater than the Principal portion of Series A Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time on that dateStock upon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (ia) If the Initial Listing has not occurred as The Holder of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stockthis Convertible Note is entitled, at their its option, may, at any time until the close of business on August 18, 2006, or in case this Convertible Note or a portion hereof is called for redemption, then in respect of this Convertible Note or such portion hereof, until and from time to time after such dateincluding but (unless the Company defaults in making the payment due upon redemption) not after, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights Redemption Date, to convert this Convertible Note (or any portion of the Holder Principal Amount hereof which is $100,000 or an integral multiple of Shares $1,000 in excess thereof (or, if the Principal Amount on the conversion date is less than $100,000, then the remaining Principal Amount of Series A Preferred Stock this Convertible Note)) at the Accreted Value of such Principal Amount, or of such portion, into that number of fully paid shares (calculated as to each conversion to the shares being converted nearest 1/100 of a share) of Common Stock obtained by dividing such Accreted Value by a conversion price (the “Conversion Price”) equal to $3.25 (or at the current adjusted Conversion Price if an adjustment has been made as provided herein) by surrender of this Convertible Note to the Company accompanied by written notice to the Company that such Holder elects to convert this Convertible Note, or if less than the entire Principal Amount of this Convertible Note is to be converted, the portion thereof to be converted, which shall cease except for be $100,000 or integral multiple of $1,000 in excess thereof (or, if the right to receive Principal Amount on the conversion valuedate is less than $100,000, and then the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder remaining Principal Amount of those Common Shares at that time on that datethis Convertible Note) in accordance with Section 7.2. (b) At the option of the Company, in lieu of converting the Accretion Portion of the Principal Amount of a Convertible Note to be converted into shares of Common Stock in accordance with Section 7.1(a), the Company may (i) pay the Holder an amount in cash equal to such Accretion Portion, or (ii) issue to the Holder the number of shares of Common Stock equal to the quotient obtained by dividing the amount of the Accretion Portion by the Market Price as of the date of the conversion notice delivered pursuant to Section 7.2, or (iii) In lieu pay the Holder an amount in cash equal to a part of such Accretion Portion and issue to the Holder the number of shares of Common Stock equal to the quotient obtained by dividing the amount of the foregoing proceduresremaining Accretion Portion by the Market Price as of the date of the conversion notice delivered pursuant to Section 7.2. (c) No fractional shares of Common Stock shall be issued upon conversion of Convertible Notes. If more than one Convertible Note shall be surrendered for conversion at one time by the same Holder, the number of fully paid shares of Common Stock which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate Accreted Value of the Convertible Notes (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock that would otherwise be issuable upon conversion of any Convertible Note or Convertible Notes (or specified portions thereof), the Company shall pay a cash adjustment in respect of such fractional share in an amount equal to such fraction multiplied by the closing sales price of one share of Common Stock as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is traded or, if the Series A Preferred Common Stock is held in global certificate formnot listed on a United States national or regional securities exchange, as reported by the Holder National Association of Shares Securities Dealers Automated Quotation System, on the day of Series A Preferred Stock must comply with conversion (or, if such day is not a trading day on such exchange or quotation system, on the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stocktrading day immediately preceding such day).

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred StockThe Holder is entitled, at their its option, may, to convert at any time and from time to time after such dateninety (90) days from the Closing Date, convert alluntil payment in full of this Debenture, but not less than allall or any part of the principal amount of the Debenture, plus accrued interest, into shares (the "Conversion Shares") of their outstanding Shares the Company's common stock, $0.001 par value ("Common Stock"), at the price per share (the "Conversion Price") equal to either (a) an amount equal to Fixed Price of Series A Preferred 120% of the closing bid price on the Closing Date of the Common Stock into as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P. (the "Closing Bid Price") as of the date hereof, or (b) an amount equal to eighty percent (80%) of the five (5) lowest Closing Bid Price of the Common Stock for the twenty (20) trading days immediately preceding the Conversion Amount of Date (as defined herein). Subparagraphs (a) and (b) above are individually referred to as a "Conversion Price". As used herein, "Principal Market" shall mean the Nasdaq Bulletin Board System, Nasdaq SmallCap Market, or American Stock Exchange. If the Common Shares. (ii) Following Stock is not traded on a Principal Market, the Optional Trigger DateClosing Bid Price shall mean, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at reported Closing Bid Price for the office of its transfer agentCommon Stock, as may be designated furnished by the Board National Association of DirectorsSecurities Dealers, the certificate or certificates, if anyInc., for the Shares applicable periods. No fraction of Series A Preferred Stock shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to be convertedthe nearest whole share. To convert this Debenture, accompanied by a the Holder hereof shall deliver written notice stating that thereof, substantially in the Holder form of Shares of Series A Preferred Stock elects Exhibit "A" to convert such Shares in accordance this Debenture, with appropriate insertions (the provisions described in this Section 5(c) and specifying "Conversion Notice"), to the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedCompany at its address as set forth herein. The date on upon which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock effective (the “Optional "Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A") reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at be the close date set forth in the Conversion Notice, provided that Forefront or the transfer agent delivers the Conversion Shares within ten (10) business days after receipt of a Conversion Notice. If such Conversion Shares are not delivered within such ten (10) business on day period, the Optional Conversion Date so that shall be the rights of the Holder of Shares of Series A Preferred Stock as date such shares are actually delivered to the shares being converted shall cease except for Holder. The "Closing Date," as used in this document, is the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder date of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply Forefront filing a registration statement with the procedures of DTC SEC to convert its beneficial interest including the Conversion Shares in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stocksuch registration.

Optional Conversion. (i) If Subject to the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, mayprovisions hereof, at any time following the twenty-first (21st) day after the Company has sent to its stockholders an information statement under Regulation 14C of the Securities Exchange Act of 1934 with respect to the action by written consent of holders of a majority of the outstanding Buyer Common Stock to authorize the issuance of Buyer Common Stock issuable upon conversion of this Note, and from time to time after such dateso long as (i) the Buyer Common Stock is authorized for listing or quotation on a national securities exchange, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into Nasdaq or the Conversion Amount of Common Shares. Over-the-Counter Bulletin Board or the “pink sheets,” and (ii) Following all or a portion of the Optional Trigger Dateprincipal amount of this Note remains outstanding, Holders of Shares of Series A Preferred Stock either the Holder or the Company may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to election convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing Note into the number of validly issued, fully paid and non-assessable shares (the “Conversion Shares”) of Buyer Common SharesStock equal to the aggregate outstanding principal amount due under this Note (plus accrued interest) divided by the Conversion Price (as defined below), by notice of conversion and surrender (or, in the case of a Company-elected conversion, request for surrender) of this Note at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any Business Day. The “Conversion Price” shall, subject to adjustment as provided in Section 6 below, mean (x) $3.50 (the “Initial Conversion Price”) if then certificated, to which either the Company or the Holder elects to convert this Note prior to the first anniversary of Shares the date of such Series A Preferred issuance and (y) if either the Company or the Holder elects to convert this Note after the first anniversary of the date of issuance, the lesser of (A) the Initial Conversion Price (as it may be adjusted in accordance with Section 6) and (B) the volume weighted average trading price per share of Buyer Common Stock shall be entitled. This conversion shall be deemed to have been made at for the close of business twenty (20) trading days ending on the Optional Conversion Date so that second trading date prior to the rights date of the Holder notice of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateconversion. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. Subject to the provisions of Section 6(b) set forth below, the entire outstanding principal amount of this Note shall be convertible at the option of Purchaser into shares of the Common Stock at a purchase price per share (the “Purchase Price”) as follows: (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount $1.25 per share of Common Shares. Stock if converted on or before the 90th day after the date hereof; (ii) Following $1.50 per share of Common Stock if converted after the Optional Trigger 90th day, but on or before the 180th day following the date hereof; and (iii) $1.75 per share of Common Stock if converted after the 180th day following the date hereof, but before the Maturity Date. In the event the Company shall (i) pay a dividend on the Common Stock in shares of Common Stock or make a distribution of shares of Common Stock; (ii) subdivide its outstanding shares of Common Stock; (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issue, Holders by reclassification of Shares its shares of Series A Preferred Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving corporation), the Purchase Price shall be proportionally adjusted accordingly. Before Purchaser shall be entitled to convert this Note into shares of Common Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or under this Section 6(a), it shall surrender this Note, duly endorsed, at the office of the Company and shall give written notice to the Company at its transfer agentprincipal corporate office, as may be designated by of the Board election to convert the same pursuant to this Section, and shall state therein the amount of Directors, the certificate or certificates, if any, for the Shares unpaid principal amount of Series A Preferred Stock this Note and accrued interest to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) converted and specifying the name or names in which the holder certificate or certificates for shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver to Purchaser a certificate or certificates for the number of shares of Series A Preferred Common Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock Purchaser shall be entitled on upon conversion (bearing such legends as are required by the stock records Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the CorporationCompany), together with a replacement Note (if any principal amount or interest is not converted) and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid any other securities and non-assessable Common Shares, if then certificated, property to which Purchaser is entitled upon such conversion under the Holder terms of Shares of such Series A Preferred Stock shall be entitledthis Note, including a check payable to Purchaser for any cash amounts payable as described in Section 6(b). This The conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuethis Note, and the person Person or Persons entitled to receive the shares of Common Shares Stock upon such conversion shall be treated for all purposes as having become the record holder Purchaser of those such shares of Common Shares at that time on that Stock as of such date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert (ian "OPTIONAL CONVERSION") If the Initial Listing has not occurred as any Conversion Amount into shares of March __, 2020 Common Stock on any date (the “Optional Trigger Date”a "CONVERSION DATE"), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as EXHIBIT I (the "CONVERSION NOTICE") to the Company and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the "TRANSFER AGENT"). On or before the second (2nd) Business Day following the date of receipt of a Conversion Notice (the "SHARE DELIVERY DATE"), the Company shall (A) (X) provided the Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program and the shares of Common Stock issuable upon conversion are registered for resale or are exempt from registration, credit such aggregate number of shares of Common Shares Stock to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the CorporationHolder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled and (B) pay to the Holder in cash an amount equal to the applicable Pro Rata Amount for the Holder that is released from the Cash Collateral Account in connection with such conversion. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver or cause to be delivered the holder a new Note (iin accordance with Section 20(d)) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitledoutstanding Principal not converted. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time Stock on that datethe Conversion Date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (ia) If At the Initial Listing has not occurred as option of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, mayPayee, at any time and from time prior to time after such datepayment in full of the unpaid principal balance of this Note, the Payee may elect to convert allall or any portion of the unpaid principal balance of this Note into a number of shares of common stock of the Maker (the “Common Stock”) equal to: (i) the portion of the unpaid principal amount of the Note being converted pursuant to this Section 3, but not less than all, of their outstanding Shares of Series A Preferred Stock into divided by (ii) $________ (the “Conversion Amount of Common SharesPrice”). (iib) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some Upon any complete or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all partial conversion of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share unpaid principal amount of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered this Note (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock unpaid principal amount shall be entitled. This conversion so converted and such converted portion of this Note shall be deemed to have been made fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to the Maker or such other address which the Maker shall designate against delivery of the Common Stock, (iii) the Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note described in Section 3(a), the Maker shall deliver to Payee, at the option of the Maker: (A) the Common Stock, which shall bear such legends as are required, in the opinion of counsel to the Maker or by any other agreement between the Maker and the Payee and applicable state and federal securities laws, (B) an amount in cash equal to the product of (x) the number of shares of Common Stock to be delivered, multiplied by (y) the closing price for the Common Stock on the trading day that notice of conversion was delivered to the Maker (the “Cash Conversion Amount”), or (C) a combination of Common Stock and cash equal to the Cash Conversion Amount. If the date on which the Payee chooses to exercise this right in accordance with the provisions of Section 3 hereof (the “Conversion Date”) occurs on the same day as an Interest Payment Date, the Maker shall also pay the Payee a fee in the amount equal to the interest that would have become due and payable pursuant to Section 2 hereof on the relevant Interest Payment Date. (c) Upon exercise of this conversion, the Maker shall promptly (but in no event later than two business days after the Conversion Date), upon the request of the Payee, credit such aggregate number of shares of Common Stock to which the Payee is entitled pursuant to such exercise to the Payee’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system, or if the Maker’s transfer agent is not participating in the Fast Automated Securities Transfer Program (the “FAST Program”) or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier, a certificate, registered in the Maker’s share register in the name of the Payee or its designee, for the number of shares of Common Stock to which the Payee is entitled pursuant to such exercise. The Payee, or any natural person or legal entity permissibly so designated by the Payee to receive the shares of Common Stock, shall be deemed to have become the holder of record of such shares of Common Stock as of the Conversion Date, irrespective of the date such shares of Common Stock are credited to the Payee’s DTC account or the date of delivery of the certificates evidencing such shares of Common Stock, as the case may be. (d) If by the close of the second business day after the Conversion Date, the Maker fails to deliver to the Payee a certificate representing the required number of shares of Common Stock in the manner required pursuant to Section 3(c) hereof or fails to credit the Payee’s balance account with DTC for such number of shares of Common Stock to which the Payee is entitled, and if after such second business day and prior to the receipt of such shares of Common Stock, the Payee purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Payee of shares which the Payee anticipated receiving upon such exercise (a “Buy-In”), then the Maker shall, within two business days after the Payee’s request and in the Payee’s sole discretion, either (i) pay in cash to the Payee an amount equal to the Payee’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased, at which point the Maker’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate or (ii) promptly honor its obligation to deliver to the Payee a certificate or certificates representing such shares of Common Stock and pay cash to the Payee in an amount equal to the excess (if any) of Payee’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In over the product of (A) the number of shares of Common Stock purchased in the Buy-In, times (B) the closing price of a share of Common Stock on the Optional Conversion Date so Date. (e) In connection with the conversion of all or any portion of the unpaid principal balance of this Note into Common Stock, neither the Maker nor any person acting on its behalf will take any action which would result in the Common Stock being exchanged by the Maker other than with the Maker's existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. (f) The Maker shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Common Stock and/or cash upon conversion of this Note pursuant hereto; provided, however, that the rights of Payee shall pay any transfer taxes resulting from any transfer requested by the Holder of Shares of Series A Preferred Stock as Payee in connection with any such conversion. (g) Notwithstanding anything herein to the shares being converted contrary, the Maker shall cease except for not effect any conversion of this Note, and the Payee shall not have the right to receive convert any portion of this Note, to the conversion valueextent that, the Payee (together with the Payee’s affiliates, and any other person whose beneficial ownership of Common Stock would be aggregated with the person Payee’s for purposes of Section 13(d) or Section 16 of the United States Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable regulations of the Commission, including any “group” of which the Payee is a member (the foregoing, the “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Payee and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note, but shall exclude the number of shares of Common Stock which are issuable upon exercise or conversion of the unexercised or unconverted portion of any other securities of the Maker (including any warrants) beneficially owned by the Payee or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation contained herein. For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Commission. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 3(d), in determining the number of outstanding shares of Common Stock, the Payee may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (A) the Maker’s most recent periodic or annual filing with the Commission, as the case may be, (B) a more recent public announcement by the Maker that is filed with the Commission, or (C) a more recent notice by the Maker or the Maker’s transfer agent to the Payee setting forth the number of shares of Common Stock then outstanding. Upon the written request of the Payee (which may be by email), the Maker shall, within three (3) business days, confirm in writing to the Payee (which may be via email) the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to any actual conversion or exercise of securities of the Maker, including shares of Common Stock, by the Payee or its Attribution Parties since the date as of which such number of outstanding shares of Common Stock was last publicly reported or confirmed to the Payee. The “Beneficial Ownership Limitation” shall initially be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to Section 3(b) hereof. The Maker shall be entitled to receive rely on representations made to it by the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datePayee regarding its Beneficial Ownership Limitation. (iiih) In lieu Notwithstanding the foregoing, by written notice to the Maker, which will not be effective until the sixty-first (61st) day after such notice is delivered to the Maker, the Payee may reset the Beneficial Ownership Limitation percentage to a higher or lower percentage, not to exceed 19.9% of the foregoing procedures, if number of shares of the Series A Preferred Common Stock is held in global certificate formoutstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to Section 3(b) hereof. Upon such a change by the Payee of the Beneficial Ownership Limitation, the Holder Beneficial Ownership Limitation may not be further amended by the Payee without first providing the minimum notice required by Section 3(e) hereof. Notwithstanding the foregoing, at any time following notice of Shares of Series A Preferred Stock must comply with a Fundamental Change, the procedures of DTC Payee may waive and/or change the Beneficial Ownership Limitation effective immediately upon written notice to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of Maker and may reinstitute the Series A Preferred StockBeneficial Ownership Limitation at any time thereafter effective immediately upon written notice to the Maker.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A 7% Preferred StockStock are convertible, at their option, maythe option of the holders thereof ("Optional Conversion"), at any time and or from time to time after such datetime, convert allbefore the Mandatory Conversion Date, but not less than allunless previously redeemed, into shares of their outstanding Shares Common Stock at a rate of Series A 0.8264 of a share of Common Stock for each share of 7% Preferred Stock into (the "Optional Conversion Amount Rate"), subject to adjustment as set forth in paragraphs (d) and (e) of Common Shares. (ii) Following this Section 3. The right of Optional Conversion of shares of 7% Preferred Stock called for redemption shall terminate immediately before the close of business on the day prior to any redemption date with respect to such shares. Optional Trigger Date, Holders Conversion of Shares shares of Series A 7% Preferred Stock may convert some or all be effected by delivering certificates evidencing such shares of their shares 7% Preferred Stock, together with written notice of conversion and, if required by surrendering the Corporation, a proper assignment of such certificates to the Corporation at its principal office or at in blank (and, if applicable as provided in the following paragraph, cash payment of an amount equal to the dividends attributable to the current quarterly dividend period payable on such shares), to the office of its the transfer agent, as may be designated agent for the shares of 7% Preferred Stock or to any other office or agency maintained by the Board Corporation for that purpose and otherwise in accordance with Optional Conversion procedures established by the Corporation. Each Optional Conversion shall be deemed to have been effected immediately before the close of Directorsbusiness on the date on which the foregoing requirements shall have been satisfied. The Optional Conversion shall be at the Optional Conversion Rate in effect at such time and on such date. Holders of shares of 7% Preferred Stock at the close of business on a record date for any payment of declared dividends shall be entitled to receive the dividend payable on such shares of 7% Preferred Stock on the corresponding dividend payment date notwithstanding the Optional Conversion of such shares of 7% Preferred Stock following such record date and on or prior to such dividend payment date. However, shares of 7% Preferred Stock surrendered for Optional Conversion after the certificate or certificatesclose of business on a record date for any payment of declared dividends and before the opening of business on the next succeeding dividend payment date must be accompanied by payment in cash of an amount equal to the dividends attributable to the current quarterly dividend period payable on such shares on such next succeeding dividend payment date minus the dividends, if any, for payable on such date on the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder number of shares of Series A Common Stock issuable in connection with such Optional Conversion of such shares (unless such shares of 7% Preferred Stock wishes the certificate or certificatesare subject to redemption on a redemption date between such record date established for such dividend payment date and such dividend payment date). Except as provided above, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “upon any Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A shares of 7% Preferred Stock, the Corporation shall (A) reflect the issuance make no payment of or allowance for unpaid dividends, whether or not in arrears, on such number shares of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A 7% Preferred Stock as to which Optional Conversion has been effected or for previously declared dividends or distributions on the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the of Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateStock issued upon Optional Conversion. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __At any time, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such datetime, convert all, but not less than all, from the Date of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of DirectorsIssue, the certificate or certificatesprincipal amount of this Note (plus default interest, if any) shall be convertible at the option of the Holder, for the Shares of Series A Preferred Stock to be convertedin whole or in part, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of into shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock Issuer's common stock (the “an "Optional Conversion Date”). As promptly as practicable after Conversion") at the Optional Conversion Date with respect Price. Holder shall effect any Optional Conversion by delivering to the Issuer a Notice of Conversion in the form annexed hereto as Annex A setting forth the effective date for the conversion (the "Conversion Date"). The "Optional Conversion Price" shall be, in the order of priority: a. If there is quoted on any Shares of Series A Preferred Stocksecurities market a bid price for the common stock, the Corporation Optional Conversion Price will be the average of the closing bid prices for the five trading days preceding the Conversion Date. b. If there is no bid price quoted, the Optional Conversion Price shall (A) reflect be the issuance cash-equivalent price per share in the most recent arms-length sale of common stock or common stock derivatives for cash or assets by the Issuer, provided such number of Common Shares sale closed no more than 12 months prior to the Conversion Date. c. If the criteria described in "a" or "b" are not available, the Optional Conversion Price shall be the value to which the Holder of Shares of Series A Preferred Stock and the Issuer shall be entitled on agree, if such written agreement is executed within 10 business days after the stock records Conversion Date. d. If none of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on aforesaid criteria determines the Optional Conversion Date so that Price, then the rights Optional Conversion Price will be determined by a member of the American Society of Appraisers chosen by agreement of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive Issuer, with the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu costs of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, appraisal being born equally by the Holder and the Issuer. If the Holder and Issuer have not agreed upon an appraiser within thirty days after the Conversion Date, then either party may apply to a court of Shares competent jurisdiction for appointment of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stockan appraiser.

Optional Conversion. (ia) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares Each share of Series A Preferred Stock, at their optionSeries B Preferred Stock, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A C Cumulative Preferred Stock into and/or the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A D Cumulative Preferred Stock may convert some or all of their shares by surrendering to the Corporation be converted at its principal office or any time, at the office option of its transfer agentthe holder thereof, as may be designated by in the Board manner hereinafter provided, into one fully paid and nonassessable share of DirectorsCommon Stock, the certificate or certificatessubject, if anyin each case, for the Shares to adjustments described below; PROVIDED, HOWEVER that on any redemption of Series A any Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records liquidation of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number right of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made terminate at the close of business on the Optional full business day next preceding the date fixed for such redemption or for the payment of any amounts distributable on liquidation. (The number of shares of Common Stock into which each share of Preferred Stock may be converted is herein called the "Conversion Date so that Rate"). (b) Whenever the rights Conversion Rate shall be adjusted as provided in Section IV.C.7 hereof, the Corporation shall forthwith file at each office designated for the conversion, a statement, signed by the Chairman of the Holder Board, the President, any Vice President or Treasurer of Shares of Series A Preferred Stock as to the shares being converted shall cease except for Corporation, showing in reasonable detail the right to receive the conversion value, facts requiring such adjustment and the person entitled Conversion Rate that will be effective after such adjustment. The Corporation shall also cause a notice setting forth any such adjustments to receive the Common Shares shall be treated for all purposes as having become the sent by mail, first class, postage prepaid, to each record holder of those Common Shares Preferred Stock at that time his or its address appearing on that datethe stock register. (iiic) In lieu order to exercise the conversion privilege, the holder of any Preferred Stock to be converted shall surrender his or its certificate or certificates therefor to the principal office of the foregoing procedurestransfer agent (or if there is no transfer agent appointed at that time, if then the Series A Preferred Stock is held in global certificate formCorporation at its principal office), and shall give written notice to the Holder of Shares of Series A Preferred Stock must comply with Corporation at such office that the procedures of DTC holder elects to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock such certificates, or any number thereof. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock issuable on such conversion shall be issued, subject to any restrictions on transfer relating to shares of the Preferred Stock or shares of Common Stock upon the conversion thereof. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly authorized in writing. The date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of the certificates and notice shall be the conversion date. As soon as practicable after receipt of such notice and surrender of the certificate or certificates for Preferred Stock as aforesaid, the Corporation shall cause to be issued and delivered at such office 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. (d) The Corporation shall at all times when the Preferred Stock shall be outstanding reserve and keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the Preferred Stock such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock. (e) Upon any such conversion, no adjustment to the Conversion Rate shall be made for declared and unpaid dividends on the Preferred Stock surrendered for conversion, any accumulated and unpaid dividends on the Series C Cumulative Preferred Stock and the Series D Cumulative Preferred Stock, if not yet declared, or on the Common Stock delivered. (f) All Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall forthwith cease and terminate except only the right of the holder thereof to receive shares of Common Stock in exchange therefor and payment of any declared and unpaid (and, with respect to the Series C Cumulative Preferred Stock or the Series D Cumulative Preferred Stock, any accumulated and unpaid, if not yet declared) dividends thereon. Any of the Preferred Stock so converted shall be retired and canceled and shall not be reissued, and the Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized Series A Preferred Stock, Series B Preferred Stock, Series C Cumulative Preferred Stock and the Series D Cumulative Preferred Stock accordingly.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares Each share of Series A Preferred StockStock shall be convertible, at their option, maythe option of the Holder thereof, at any time time, and from time to time, including any time after such dateprior to a Mandatory Redemption, into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price. In order to convert all, but not less than all, of their outstanding Shares shares of Series A Preferred Stock into the Conversion Amount shares of Common Shares. Stock pursuant to this Section 7(a), the Holder must surrender the certificates (ii) Following the Optional Trigger Date, Holders of Shares of or if such Holder has so elected to hold its Series A Preferred Stock may convert some or all of their in uncertificated book-entry shares by surrendering to with the Corporation at its principal office or at the office of its Company’s transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert then such Shares in accordance with the provisions described in this Section 5(cuncertificated book-entry shares) and specifying the name or names in which the holder of representing such shares of Series A Preferred Stock wishes the (or, if such certificate or certificatescertificates have been lost, if anystolen, for or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Common Shares Company), accompanied by transfer instruments reasonably satisfactory to be issuedthe Company, if certificated. The date on which at the Corporation has received all principal office of the surrendered certificate Company (or certificates, if any, the notice relating such other place mutually acceptable to the conversion shall be deemed Holder and the conversion date Company), together with written notice that such Holder elects to convert all or such number of shares represented by such certificates as specified therein. With respect to a Share conversion pursuant to this Section 7(a), the date of Series A Preferred Stock receipt of such certificates, together with such notice, by the Company or (in accordance with the immediately preceding sentence) its authorized agent will be the date of conversion (an “Optional Conversion Date”). As promptly as practicable after In the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall event that (Ai) reflect the issuance of such number of Common Shares to which the a Holder of Shares transfers shares of Series A Preferred Stock and (ii) the Holder subsequently receives written notice from the Company that such transfer was not permitted by and in accordance with the Investment Agreement (a “Non-Compliant Transfer”), the shares so transferred shall be entitled on automatically converted into shares of Common Stock at the stock records of Conversion Price in effect immediately prior to such transfer (in which case the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares date of such Series A Preferred Stock shall be entitled. This conversion transfer shall be deemed to have be the Conversion Date) if such shares are not transferred back to such Holder within 30 days of receiving the Company’s notice of Non-Compliant Transfer; provided that if at such time Holder is contesting in good faith the Company’s conclusion that such transfer was a Non-Compliant Transfer, no such conversion shall occur until such dispute has been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateresolved. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Ordinary Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Ordinary Shares to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series A Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Note representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those Common such Ordinary Shares at that time on that dateupon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (ia) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March __this Section 6, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A any Preferred Stock, at their option, Share may, at the option of the Preferred Shareholders, be converted at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully fully-paid and non-assessable Common Ordinary Shares pursuant to Section 6.01(b) below. Upon such conversion, all preference rights attached to such Preferred Shares shall be automatically terminated (b) The Preferred Shareholder who desires to convert such Preferred Shares into Ordinary Shares shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Company or any transfer agent for the Preferred Shares, if then certificatedand shall give written notice to the Company at such office that such Preferred Shareholder has elected to convert such Preferred Shares. Such notice shall state the number of Preferred Shares being converted. Thereupon, the Company shall promptly issue and deliver to such Preferred Shareholder at such office a certificate or certificates for the number of Ordinary Shares to which the Holder Preferred Shareholder is entitled and shall promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Ordinary Shares (at the fair market value of Shares an Ordinary Share determined by the Board of Directors as of the date of such Series A conversion), any declared and unpaid dividends on the Preferred Stock shall Share being converted and (ii) in cash (at the fair market value of an Ordinary Share determined by the Board of Directors as of the date of conversion) the value of any fractional Ordinary Shares to which the Preferred Shareholder would otherwise be entitled. This Such conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of the certificates representing the Preferred Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person entitled to receive the Common Ordinary Shares issuable upon such conversion shall be treated for all purposes as having become the record holder of those Common such Ordinary Shares at that time on that such date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. At any time following the Original Issue Date, each holder of Series C Preferred Stock shall have the right, but not the obligation, to elect to convert all or any portion of such holder’s shares of Series C Preferred Stock into shares of Common Stock, on the following terms and conditions (any such conversion, an “Optional Conversion”). (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares Any holder of Series A C Preferred Stock may elect to convert all or any portion of its shares of Series C Preferred Stock into that number of shares of Common Stock for each share of Series C Preferred Stock equal to the quotient of (A) the sum of (x) the Original Issue Date Price of such share of Series C Preferred Stock, at their option, may, at any time plus (y) all accrued and from time to time after unpaid Mandatory Cash Dividends on such date, convert all, but not less than all, of their outstanding Shares share of Series A C Preferred Stock into as of the applicable Conversion Election Effective Date, divided by (B) the Conversion Amount Price as of the applicable Conversion Election Effective Date, with fractional shares of Common SharesStock rounded up or down as provided in Section 6(c)(v) hereof. (ii) Following the In order to effectuate an Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder Conversion of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A C Preferred Stock, the Corporation shall (A) reflect the issuance holder of such number of Common Shares shares shall submit a written notice to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and duly executed by such holder (B) deliver or cause a “Conversion Notice”), stating that such holder irrevocably elects to be delivered (i) certificates representing convert the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder shares of Shares of such Series A C Preferred Stock shall be entitledspecified in such Conversion Notice. This conversion An election to convert shares of Series C Preferred Stock pursuant to an Optional Conversion shall be deemed to have been made at as of the close of business following dates (the “Conversion Election Effective Date”): (A) on the date of receipt, with respect to any Conversion Notice received by the Corporation at or prior to 5:00 p.m., New York City time, on any Business Day, and (B) on the next Business Day following such receipt, with respect to any Conversion Notice received by the Corporation on a non-Business Day or after 5:00 p.m., New York City time, on any Business Day. The conversion of all shares of Series C Preferred Stock with respect to which an Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valueelection is made, and the person entitled issuance of all shares of Common Stock to receive the Common Shares be issued pursuant to such conversion, shall be treated for all purposes become effective as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing proceduresapplicable Conversion Election Effective Date. Within three (3) Business Days after the applicable Conversion Election Effective Date, the Corporation shall deliver to the applicable holder (or, if applicable, in the Series A Preferred name of such holder’s designee as stated in the Conversion Notice), by book-entry delivery, a number of shares of Common Stock equal to the number of shares to which such holder is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC entitled pursuant to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stocksuch Optional Conversion.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares Any holder of Series A C-1 Preferred StockStock shall have the right, at their its option, may, at any time subsequent to the date on which a sufficient number of shares of Common Stock are duly authorized and reserved by the Corporation in satisfaction of the conversion rights set forth in this Section 7, and from time to time after thereafter, to convert, subject to the terms and provisions of this Section 7, any or all of such date, convert all, but not less than all, of their outstanding Shares holder's shares of Series A C-1 Preferred Stock into the Conversion Amount such number of fully paid and non-assessable shares of Common Shares. Stock as is equal to the product of the number of shares of Series C-1 Preferred Stock being so converted multiplied by the quotient of (i) the Liquidation Preference divided by (ii) Following the Optional Trigger Dateconversion price(as defined hereinbelow), Holders subject to adjustment as provided in Section 7(c). Such conversion right shall be exercised by the surrender of Shares certificate(s) representing the shares of Series A C-1 Preferred Stock may convert some or all of their shares by surrendering to be converted to the Corporation at any time during usual business hours at its principal place of business to be maintained by it (or such other office or at agency of the office of its transfer agent, Corporation as the Corporation may be designated designate by notice in writing to the Board of Directors, the certificate or certificates, if any, for the Shares holders of Series A C-1 Preferred Stock to be convertedStock), accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock holder elects to convert such Shares in accordance with the provisions described in this Section 5(c) shares of Series C-1 Preferred Stock and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder of or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(h). All certificates representing shares of Series A C-1 Preferred Stock wishes the certificate or certificates, if any, surrendered for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed delivered to the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”)Corporation for cancellation and canceled by it. As promptly as practicable after the Optional Conversion Date with respect to surrender of any Shares shares of Series A C-1 Preferred Stock, the Corporation shall (Asubject to compliance with the applicable provisions of federal and state securities laws) reflect deliver to the issuance holder of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (Bshares so surrendered certificate(s) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable nonassessable shares of Common Shares, if then certificatedStock into which such shares are entitled to be converted and, to which the Holder extent funds are legally available therefor, an amount equal to the accrued and unpaid dividends payable with respect to such shares in accordance with Section 3 above. At the time of Shares the surrender of such Series A Preferred certificate(s), the Person in whose name any certificate(s) for shares of Common Stock shall be entitled. This issuable upon such conversion shall be deemed to have been made at be the close holder of business record of such shares of Common Stock on the Optional Conversion Date so such date, notwithstanding that the rights share register of the Holder of Shares of Series A Preferred Corporation shall then be closed or that the certificates representing such Common Stock as shall not then be actually delivered to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datesuch Person. (iiii) In lieu The Conversion Price shall be the lesser of (i) the Variable Conversion Price (as defined herein) and (ii) the Fixed Conversion Price (as defined herein) (subject, in each case, to equitable adjustments for stock splits, stock dividends or rights offerings relating to the Corporation's securities or the securities of any subsidiary of the foregoing proceduresCorporation, if combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean the Series A Preferred Applicable Percentage (as defined herein) multiplied by the Market Price (as defined herein). "Market Price" means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending one Trading Day prior to the date notice of conversion is held in global certificate formsent to the Corporation (the "Conversion Date"). "Trading Price" means, for any security as of any date, the Holder intraday trading price on the Over-the-Counter Bulletin Board (the "OTCBB") as reported by a reliable reporting service mutually acceptable to and hereafter designated by Holders of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial a majority in interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.C-1

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger a "Conversion Date”"), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the "Conversion Notice") to the Company and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (X) if legends are not required to be placed on certificates of Common Stock pursuant to the Exchange Agreement and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Shares Stock to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series A Preferred Stock shall be entitledentitled which certificates shall not bear any restrictive legends unless required pursuant the Exchange Agreement. This If this Debenture is physically surrendered for conversion shall be deemed to have been made at and the close outstanding Principal of business on this Debenture is greater than the Optional Conversion Date so that the rights Principal portion of the Holder Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of Shares of Series A Preferred Stock as this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time on that dateStock upon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at At any time and from time to time after such date, convert all, but not less than all, the earlier of their outstanding Shares (A) the approval by the stockholders of the Corporation of an amended and restated certificate of incorporation of the Corporation which provides for a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the shares of Series B Preferred Stock or (B) an event occurring in accordance with the terms set forth in Section 7(c) (either (A) or (B), the “Conversion Period”), all or any portion of the Series B Preferred Stock held by any Holder may be converted into shares of duly authorized, validly issued, fully-paid and non-assessable share of Common Stock (each an “Underlying Share”) at a rate of 5,734.185 shares of Common Stock per share of Series B Preferred Stock to be converted by such Holder, as adjusted pursuant to Section 8(c). The number of Underlying Shares into which each share of Series B Preferred Stock is convertible, as adjusted from time to time in accordance with this Section 8, is referred to herein as the “Conversion Number.” A Holder may convert Series B Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger DateStock pursuant to this paragraph at any time, Holders of Shares of Series A Preferred Stock may convert some or all of their shares and from time to time by surrendering delivering to the Corporation at its principal office or at during the office Conversion Period (i) a written notice of its transfer agent, as may be designated the election to convert executed by the Board Holder (the “Notice of DirectorsConversion”), specifying the certificate or certificates, if any, for the Shares number of shares of Series A B Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred the Common Stock wishes deliverable upon conversion shall be registered, and the certificate or certificatesaddress of the named person, and (ii) the original certificate(s), if any, for evidencing the Common Shares to be issued, if certificatedSeries B Preferred Stock being converted. The “Conversion Date,” or the date on which an optional conversion shall be deemed effective, shall be defined as the first Trading Day on which the Corporation has received all each of (i) if applicable, the original certificates (if any) representing the shares of the surrendered certificate Series B Preferred Stock being converted, duly endorsed, and (ii) the accompanying Conversion Notice. Notwithstanding the foregoing, at any time prior to the Conversion Date, upon the occurrence of a Triggering Event, the Conversion Number shall be subject to upward adjustment adjusted upward until the Corporation reaches the Anti-Dilution Threshold through through one or certificatesmore Qualfying Capital Raises: provided that such adjustment shall terminate and not apply as to any shares of Series B Preferred Stock that previously shall have converted into Common Stock. For example, if anyNet Working Capital is $400,000, then the notice relating to reach the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, Anti-Dilution Threshold the Corporation shall (A) reflect only need to raise $600,000 in one or more Qualifying Capital Raises. Following any Qualifying Capital Raise, the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock Conversion Number shall be entitled on the stock records adjusted to equal 10% of the Corporationfully diluted common stock of the Corporation (including for such purposes all other convertible securities outstanding and reserved for issuance except stock options issued and outstanding and reserved for issuance under board approved employee stock option plans reserving for issuance no more than ten percent (10%) of the outstanding common stock of the Corporation then outstanding, after giving effect to any Qualifying Capital Raise, until the Anti-Dilution Threshold is met) and (B) deliver or cause to be delivered (i) certificates representing divided that sum by the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder shares of Shares of such Series A B Preferred Stock shall be entitledthen outstanding. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing proceduresFor example, if the number of fully diluted shares of common stock of the Corporation is 4,100,000,000 upon reaching the Anti-Dilution Threshold, then the Conversion Number shall be 5,857.14286 (4,100,000,000 times 10% divided by the number of shares of Series A B Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.then outstanding)

Optional Conversion. At any time on or prior to the Maturity Date each Investor will have the option to convert all or a portion of the entire principal amount of the Notes outstanding into Common Stock immediately upon the Investor’s request;provided, however, that if, at the time of any particular conversion, the Company does not have the number of authorized shares of Common Stock sufficient to allow for such particular conversion as well as the issuance of the maximum amount of Common Stock permitted under the Company’s 2004 Equity Compensation Plan, the Investors may only convert that portion of their Notes outstanding for which the Company has a sufficient number of authorized shares of Common Stock. To the extent multiple Investors request conversion of their Notes on the same date, any limitations on conversion shall be applied on a pro rata basis. In such case, the Investors may request, in writing, that the Company call a special meeting of the stockholders of the Company specifically for the purpose of increasing the number of authorized shares of Common Stock to cover the remaining portion of the Notes outstanding, as well as the maximum issuances contemplated pursuant to the Company’s 2004 Equity Compensation Plan, within 90 calendar days after the Company’s receipt of the Investors’ written request. Notwithstanding the above, the Company shall use its best efforts to increase its number of authorized shares of Common Stock to 100,000,000 or such greater number so as to allow for the full conversion of any outstanding Notes on the earlier of: (i1) promptly after the date on which a request for conversion, for which there are not sufficient shares available to effect such conversion, is received by the Company, or (2) the time of the next shareholder meeting. The number of shares of Common Stock that this Note may be converted into shall be determined by dividing the principal amount then outstanding by the Conversion Price at the time of conversion. If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock Investor elects to convert such Shares in accordance this Note on demand, it shall provide the Company with written notice of its election at least one (1) day prior to the provisions described in date selected for conversion. Upon conversion, the Investor shall deliver to the Company the original of this Section 5(c) Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and specifying an agreement reasonably acceptable to the name or names in which Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note). However, upon such conversion of shares of Series A Preferred Stock wishes the certificate or certificatesthis Note, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion this Note shall be deemed converted and of no further force and effect, whether or not the conversion date with respect Note is delivered for cancellation as set forth in the preceding sentence. If there shall occur a Change of Control, the Company shall give written notice to a Share of Series A Preferred Stock the Investor at least five (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect 5) days prior to any Shares of Series A Preferred Stock, closing thereof and the Corporation shall (A) reflect the issuance of such number of Common Shares Investor’s election to which the Holder of Shares of Series A Preferred Stock convert this Note shall be entitled on conditional upon the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateconsummation thereof. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March __this Section 5, 2020 (the “Optional Trigger Date”), then, holders any shares of Shares of Series A Convertible Preferred Stock, at their option, may, at the option of the holder, be converted at any time into fully-paid and from time nonassessable shares of Common Stock. The number of shares of Common Stock to time after such date, convert all, but not less than all, of their outstanding Shares which a holder of Series A A-1 Preferred Stock into shall be entitled upon conversion shall be the product obtained by multiplying the “Series A-1 Conversion Amount of Common Shares. Rate” then in effect (iidetermined as provided in Section 5(b)) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder number of shares of Series A A-1 Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedbeing converted. The date on number of shares of Common Stock to which the Corporation has received all a holder of the surrendered certificate or certificates, if any, the notice relating to the Series A-2 Preferred shall be entitled upon conversion shall be deemed the conversion date with respect to a Share product obtained by multiplying the “Series A-2 Conversion Rate” then in effect (determined as provided in Section 5(b)) by the number of shares of Series A A-2 Preferred being converted. The number of shares of Common Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares which a holder of Series A A-3 Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on upon conversion shall be the stock records of product obtained by multiplying the Corporation, and “Series A-3 Conversion Rate” then in effect (Bdetermined as provided in Section 5(b)) deliver or cause to be delivered (i) certificates representing by the number of validly issued, fully paid and non-assessable shares of Series A-3 Preferred being converted. The number of shares of Common Shares, if then certificated, Stock to which the Holder a holder of Shares of such Series A A-4 Preferred Stock shall be entitled. This entitled upon conversion shall be deemed to have been made at the close product obtained by multiplying the “Series A-4 Conversion Rate” then in effect (determined as provided in Section 5(b)) by the number of business on the Optional Conversion Date so that the rights of the Holder of Shares shares of Series A A-4 Preferred being converted. The number of shares of Common Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares which a holder of Series A-5 Preferred shall be treated for all purposes entitled upon conversion shall be the product obtained by multiplying the “Series A-5 Conversion Rate” then in effect (determined as having become provided in Section 5(b)) by the record number of shares of Series A-5 Preferred being converted. The number of shares of Common Stock to which a holder of those Common Shares at that time on that date. Series A-6 Preferred shall be entitled upon conversion shall be the product obtained by multiplying the “Series A-6 Conversion Rate” then in effect (iiidetermined as provided in Section 5(b)) In lieu by the number of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares shares of Series A A-6 Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stockbeing converted.

Optional Conversion. At any time after June 9, 2012 and prior to the Maturity Date (ias defined in the respective Secured Promissory Notes), up to Fifty Percent (50%) If of the Initial Listing has not occurred outstanding principal amount, the Exit Fee (as defined in the Promissory Notes), and all accrued interest under the Promissory Notes (collectively, the “Conversion Amount”) shall be convertible at the option of March __Investor. Upon a conversion, 2020 the Investor shall receive that number of shares of the Company’s Common Stock as is determined by dividing the Conversion Amount by 0.75 (the “Optional Trigger DateConversion Price”). The Conversion Price reflects the reverse stock split set forth in the Merger Agreement, thenbut, holders in the event that any subsequent stock split or similar event takes place (or in the event that the Promissory Notes are converted prior to the consummation of Shares of Series A Preferred Stockthe reverse stock split contemplated by the Merger Agreement), at their option, may, at any time and from time appropriate adjustment will be made to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount Price. No fractional shares shall be issued upon conversion; in lieu of the Company issuing any fractional shares to Investor upon the conversion, the Investor shall receive one whole share of Common Shares. (ii) Following Stock for any fractional interest. Before Investor shall be entitled to convert this Note into shares of Common Stock under this section, it shall surrender the Optional Trigger Dateapplicable Promissory Note(s), Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or duly endorsed, at the office of the Company and shall give written notice to the Company at its transfer agentprincipal corporate office, as may be designated by of the Board of Directorselection to convert the same pursuant to this Section, and shall state therein the certificate or certificates, if any, for the Shares of Series A Preferred Stock Conversion Amount to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) converted and specifying the name or names in which the holder certificate or certificates for shares of Common Stock are to be issued (the “Notice of Conversion”). Subject to the additional restrictions above, Investor may not tender a Notice of Conversion more than one time every thirty (30) days. The Company or the Company’s transfer agent shall, within five (5) business days after receive of a Notice of Conversion, issue and deliver at such office to Investor a certificate or certificates for the number of shares of Series A Preferred Common Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock Investor shall be entitled on upon conversion (bearing such legends as are required by applicable state and federal securities laws in the stock records opinion of counsel to the CorporationCompany), and together with a replacement Note (B) deliver if any principal amount, Exit Fee or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitledaccrued interest is not converted). This The conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that the rights date of receipt of the Holder Notice of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valueConversion, and the person Person or Persons entitled to receive the shares of Common Shares Stock upon such conversion shall be treated for all purposes as having become the record holder Investor or Investors of those such shares of Common Shares at that time on that Stock as of such date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at At any time and from time to time after such date, convert all, but not less than all, the earlier of their outstanding Shares (A) the approval by the stockholders of the Corporation of an amended and restated certificate of incorporation of the Corporation which provides for a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the shares of Series A Preferred Stock or (B) an event occurring in accordance with the terms set forth in Section 7(c) (either (A) or (B), the “Conversion Period”)all or any portion of the Series A Preferred Stock held by any Holder may be converted into the Conversion Amount shares of duly authorized, validly issued, fully-paid and non-assessable share of Common Shares. Stock (iieach an “Underlying Share”) Following the Optional Trigger Date, Holders at a rate of Shares 5,097.053 shares of Common Stock per share of Series A Preferred Stock to be converted by such Holder, as adjusted pursuant to Section 8(c). The number of Underlying Shares into which each share of Series A Preferred Stock is convertible, as adjusted from time to time in accordance with this Section 8, is referred to herein as the “Conversion Number.” A Holder may convert some or all of their shares Series A Preferred Stock into Common Stock pursuant to this paragraph at any time, and from time to time by surrendering delivering to the Corporation at its principal office or at during the office Conversion Period (i) a written notice of its transfer agent, as may be designated the election to convert executed by the Board Holder (the “Notice of DirectorsConversion”), specifying the certificate or certificates, if any, for the Shares number of shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder name in which the shares of Shares the Common Stock deliverable upon conversion shall be registered, and the address of the named person, and (ii) the original certificate(s), if any, evidencing the Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedbeing converted. The “Conversion Date,” or the date on which an optional conversion shall be deemed effective, shall be defined as the first Trading Day on which the Corporation has received all each of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) if applicable, the original certificates (if any) representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of being converted, duly endorsed, and (ii) the Series A Preferred Stockaccompanying Conversion Notice.

Optional Conversion. (i) If At the Initial Listing has not occurred as option of March __the Holders, 2020 each share of Series C Preferred Stock held by the Holders shall convert into twenty fully paid and non-assessable shares of Class A Common Stock (such number of shares subject to adjustment pursuant to Section 6(g) below), on the later of (A) the date specified in a written notice delivered to the Company stating that such Holder desires to convert shares of Series C Preferred Stock then outstanding (the “Optional Trigger Date”"Conversion Notice"), thenwhich date must be at least five trading days following delivery of the Conversion Notice unless otherwise determined by the Company in its sole discretion, holders of Shares and (B) the date upon which such converting Holder surrenders such shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A C Preferred Stock into the Conversion Amount of Common Shareswhich such Holder desires to convert, all in accordance with Section 6(b)(ii) below. (ii) Following the Optional Trigger Date, Holders of Shares In order to convert shares of Series A C Preferred Stock may convert some or all of their shares by surrendering into Class A Common Stock pursuant to paragraph 6(b)(i) above, the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, Holders shall: (1) surrender the certificate or certificates, if any, for certificates evidencing such of the Shares Holders shares of Series A C Preferred Stock to be converted, duly endorsed in blank or accompanied by a written notice stating that proper instruments of transfer, at the Holder principal office of Shares the Company or any transfer agent for the Series C Preferred Stock, and (2) shall give the Conversion Notice to the Company at such office of Series A Preferred Stock elects the election to convert such Shares in accordance with the provisions described in this Section 5(c) same and specifying shall state therein the name or names in which the holder of shares of Series A Preferred Stock Holders wishes the certificate or certificates, if any, certificates for the Class A Common Shares Stock to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if anyAs soon as practicable thereafter, the notice relating Company shall issue and deliver at such office to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred StockHolders or their respective transferee, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable whole shares of Class A Common Shares, if then certificated, Stock to which the Holder of Shares of such Series A Preferred Stock Holders shall be entitled. This conversion The Conversion Notice shall be deemed to have been made at substantially in the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock form attached hereto as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.Exhibit B.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at At any time and from time to time from and after such datethe third anniversary of the Issue Date, each holder of a Series B Convertible Redeemable Preferred Share may, at its option, convert all, but not less than all, of their outstanding Shares of such Series A B Convertible Redeemable Preferred Stock Share into the Conversion Amount number of shares of Class A Common Shares. Stock determined by dividing (iix) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificatesAccreted Stated Value thereof plus any accrued but unpaid dividends, if any, for thereon, in each case as of the Conversion Date (as defined below), by (y) the Conversion Price, as adjusted from time to time pursuant to the terms of this Certificate of Designation. Notwithstanding anything herein to the contrary, the Series B Convertible Redeemable Preferred Shares shall not be convertible and the holders thereof shall not have the rights to acquire any Class A Common Stock issuable upon conversion of such Series A B Convertible Redeemable Preferred Stock to be converted, accompanied by a written notice stating Shares until the date that is 61 days after the Holder earlier of Shares of Series A Preferred Stock elects to convert such Shares in accordance with (A) the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all number of outstanding shares of Class A Common Stock owned by the holder of the surrendered certificate or certificates, if any, the notice relating to Series B Convertible Redeemable Preferred Shares (assuming the conversion shall be deemed of the Series B Convertible Redeemable Preferred Shares into shares of Class A Common Stock pursuant hereto and the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Share into shares of Class A Common Stock represented by a global stock certificate in accordance with its terms), when aggregated with the outstanding shares of Class A Common Stock of any group (as this term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that includes the holder and any of the holder’s Affiliates (as defined below), would not result in the holder of the Series B Convertible Redeemable Preferred Shares being a beneficial owner (as this term is used in Section 13(d)(3) of the Exchange Act) of more than 49.9% of the outstanding shares of Class A Preferred StockCommon Stock and (B) the date on which such beneficial ownership would not give to any person or entity any right of redemption, repurchase or acceleration under any indenture or other document governing any of the Company’s indebtedness that is outstanding as of the Issue Date. For purposes hereof, “Affiliate” means any other person or entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such first person or entity. As used in this definition, the term “control” including the correlative terms “controlling”, “controlled by” and “under common control with”, means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise).

Optional Conversion. To convert any Conversion Amount (itogether with the Interest Conversion Amount, if applicable, and Make-Whole Conversion Amount relating to such Conversion Amount) If the Initial Listing has not occurred as into shares of March __, 2020 Common Stock on any date (the a “Optional Trigger Conversion Date”), thenthe Holder shall surrender such Debenture to either Trustee together with an executed notice of conversion in the form attached hereto as Exhibit B (the “Conversion Notice”) to the Company and the Trustees. On or before the first (1st) Trading Day following the date of receipt of the Debenture and a duly executed and complete Conversion Notice, holders the Company shall deliver (by e-mail if requested) (x) an acknowledgment of Shares of Series A Preferred Stockconfirmation, at their option, may, at any time and from time to time after such date, convert all, but not less than allin the form attached hereto as Exhibit B.II, of their outstanding Shares receipt of Series A Preferred such Conversion Notice to the Company’s transfer agent (the “Transfer Agent”) and (y) if the Company elects to pay all or any portion of the Interest Conversion Amount and/or the Make-Whole Amount specified in such Conversion Notice in cash, written notice of such election by the Company to the Holder and the Trustees and the amount of such Interest Conversion Amount and/or Make-Whole Amount to be paid in cash (such specified amount is referred to herein as the “Cash Interest/Make-Whole Amount”), provided that if the Company fails to deliver such written notice on or before the first (1st) Trading Day following the date of receipt of such Conversion Notice, then the Company shall not be entitled to pay any portion of such Interest Conversion Amount and Make-Whole Amount in cash and such Interest Conversion Amount and Make-Whole Amount shall be converted into shares of Common Stock into in accordance with Section 3(b). On or before the second (2nd) Trading Day following the date of receipt of the Debenture and a duly executed and complete Conversion Notice, the Company shall (x) (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Amount Notice, a certificate, registered in the name of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some Holder or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if anydesignee, for the Shares number of Series A Preferred shares of Common Stock to be converted, accompanied by a written notice stating that which the Holder shall be entitled or (3) deposit such number of Shares shares of Series A Preferred Common Stock elects to convert such Shares which the Holder shall be entitled with the Depositary in accordance with the provisions described requirements of such Depositary and (y) pay to the Holder the applicable Cash Interest/Make-Whole Amount in this Section 5(c) and specifying cash by wire transfer of immediately available funds to the name or names account specified in which writing in the holder of shares of Series A Preferred Stock wishes applicable Conversion Notice by the certificate or certificates, if any, for the Common Shares to be issued, if certificatedHolder. The date on which the Corporation has received all of the surrendered certificate Person or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Series 1 Debenture shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time Stock on that datethe Conversion Date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 4(e)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the 3rd Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Common Stock pursuant to the Securities Purchase Agreement and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Shares Stock to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit and Withdrawal at Custodian service or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights Section 3(g) of the Holder Securities Purchase Agreement. If this Debenture is physically surrendered for conversion and the outstanding Principal of Shares this Debenture is greater than the Principal portion of Series A Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than 3 Business Days after receipt of this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time on that dateStock upon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert up to the Total Principal Amount of this Note, in whole or in part at the option of the Payee, into Class A ordinary shares in the capital of the Maker (i) If each, an “Ordinary Share”), at a conversion price of $10.00 per Ordinary Share. The Ordinary Shares shall be identical to the Initial Listing has not occurred as private placement shares issued to the Sponsor at the time of March __, 2020 the Maker’s IPO (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Private Placement Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as reasonably practicable after notice by the Optional Conversion Date with respect Payee to any Shares the Maker to convert the principal balance of Series A Preferred Stockthis Note, in whole or in part, into Private Placement Shares, which notice must be made at least five (5) business days prior to the consummation of the Business Combination, and after the Payee’s surrender of this Note, the Corporation Maker shall have issued and delivered to the Payee, without any charge to Payee, a share certificate or certificates (Aissued in the name(s) reflect requested by the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock Payee), or shall be entitled have made appropriate book-entry notation on the stock books and records of the CorporationMaker, and (B) deliver or cause to be delivered (i) certificates representing in each case for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Private Placement Shares of such Series A Preferred Stock shall be entitledthe Maker issuable upon the conversion of this Note. This The conversion shall be deemed to have been made at immediately prior to the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, this Note and the person or persons entitled to receive the Common Private Placement Shares upon such conversion shall be treated for all purposes as having become the record holder or holders of those Common such Private Placement Shares at as of such date. Each such newly issued Private Placement Share shall include a restricted legend that time on contemplates the same restrictions as the Private Placement Shares that date. (iii) In lieu of were issued to Payee in connection with the foregoing proceduresIPO. The Private Placement Shares issuable pursuant to this Note shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, if dated March 2, 2021, by and among the Series A Preferred Stock is held in global certificate formMaker, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred StockPayee and certain other security holders named therein.

Optional Conversion. (ia) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering Subject to the Corporation at its principal office or at the office provisions of its transfer agentSection 8 hereof, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the each holder of shares of Series A Preferred Stock wishes shall have the certificate right to convert, at any time or certificatesfrom time to time, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share any share of Series A Preferred Stock held by such holder into one (1) fully paid and nonassessable share of Common Stock, subject to adjustment pursuant to Section 6(d) hereof, by surrender of the stock certificate representing such share of Series A Preferred Stock to be so converted in the manner provided in Section 6(b) hereof. The holder of shares of Series A Preferred Stock exercising the aforesaid right to convert any of such shares into shares of Common Stock shall be entitled to payment of any dividends declared but unpaid with respect to those shares of Series A Preferred Stock being converted. Without limiting the generality of the foregoing provisions of this Section 6(a), each share of Series A Preferred Stock shall automatically be converted into the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible pursuant to this Section 6, immediately upon the transfer of ownership by the initial holder to a third party which is not an Affiliate of such initial holder. For purposes hereof, the term "Affiliate" shall mean a party that, directly or indirectly, through one or more intermediaries, controls or is controlled by such initial holder. Any automatic conversion pursuant to the provisions of the foregoing sentence shall not be subject to the provisions of Section 8 hereof. (b) Subject to the provisions of Section 8 hereof, any holder of shares of Series A Preferred Stock may exercise such holder's conversion rights under Section 6(a) hereof as to any number of such shares of Series A Preferred Stock by delivering to the Company during regular business hours, at the office of the Company or any transfer agent of the Company for the Series A Preferred Stock as may be designated by the Company, the certificate or certificates for the shares to be converted, duly endorsed or assigned in blank or to the Company (if required by it), accompanied by written notice stating that such holder elects to convert such shares and stating the name or names (with address) in which the certificate or certificates for the shares of Common Stock are to be issued; provided, however, that in the event of an automatic conversion pursuant to the third sentence of Section 6(a) above, the outstanding shares of Series A Preferred Stock that are subject to such automatic conversion shall be converted automatically without any further action by the holder of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; and, provided, further, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series A Preferred Stock are delivered to the Company or its transfer agent as provided herein. Subject to the provisions of Section 8 hereof, conversion shall be deemed to have been effected on the date (the “Optional "Conversion Date”)") when the delivery of the certificate or certificates for the shares to be converted and the notice of conversion referred to above is made, except in the case of any automatic conversion of outstanding shares of Series A Preferred Stock which shall be deemed to have been effected on the date that the initial holder transfers ownership of such shares to a third party which is not an Affiliate of such initial holder. As promptly as practicable after the Optional Conversion Date Date, the Company shall issue and deliver to or upon the written order of such holder, to the place designated by such holder, a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check or cash in respect of any fractional interest in a share of Common Stock as provided in Section 6(c) hereof and a check or cash in payment of all dividends declared but unpaid, if any (to the extent permissible under law), with respect to the shares of Series A Preferred Stock so converted. The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a holder of record of Common Stock on the applicable Conversion Date unless the transfer books of the Company are closed on that date, in which event he shall be deemed to have become a holder of record of Common Stock on the next succeeding date on which the transfer books are open. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series A Preferred Stock surrendered for conversion, the Company shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Company, a new certificate covering the number of shares of Series A Preferred Stock representing the unconverted portion of the certificate so surrendered, which new certificate shall entitle the holder thereof to dividends on the shares of Series A Preferred Stock represented thereby to the same extent as if the portion of the certificate theretofore covering such unconverted shares had not been surrendered for conversion. (c) No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series A Preferred Stock. If more than one share of Series A Preferred Stock shall be surrendered for conversion at any Shares one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series A Preferred Stock, the Corporation Company shall (A) reflect the issuance pay a cash adjustment in respect of such number fractional interest in an amount equal to the then Current Market Price (as hereinafter defined) of a share of Common Shares to which the Holder of Shares of Series A Preferred Stock multiplied by such fractional interest. Fractional interests shall not be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuedividends, and the person holders of fractional interests shall not be entitled to receive any rights as stockholders of the Company in respect of such fractional interest. For the purpose of any computation pursuant to this Section 6(c), the term "Current Market Price" shall mean, as of the day in question, the closing price of the Common Shares shall be treated for all purposes Stock on any national securities exchange or the Nasdaq National Market System, as having become the record holder of those Common Shares at that time case may be, on that such date. (iii) In lieu of the foregoing procedures, or, if the Series A Preferred Common Stock is held in global certificate formwas not traded on such date, on the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC last trading date prior to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stocksuch date.

Optional Conversion. This Note may, at Holder’s option, be converted to either Common Stock or Equity Securities (defined below), as applicable, under the following circumstances and in the following manner: (a) At any time, all or any portion of the unpaid principal of this Note plus accrued and unpaid interest on this Note may, at Holder’s option, be converted into the most recently issued series of Preferred Stock at the conversion price of such series as of the date of such conversion. (b) If Company closes a Qualified Public Offering at any time up to and including the Target Date, all or any portion of the unpaid principal of this Note plus accrued and unpaid interest on this Note may, at Holder’s option, be converted at the closing of the Qualified Public Offering into shares of Common Stock at a conversion price equal to 90% of the initial public offering price per share at which such Common Stock was issued and sold to the public in such Qualified Public Offering. (c) If, after the original issuance of this Note, Company issues or sells any series of preferred stock of Company or any security convertible or exchangeable into or for preferred stock or similar securities of Company (“Equity Securities”) in a single transaction or a series of related transactions that results in aggregate proceeds to Company of at least Ten Million Dollars ($10,000,000.00) (without giving effect to the conversion of this Note or the exercise of the Warrant or the Option) (a “Qualified Financing”), all or any portion of the unpaid principal of this Note plus accrued and unpaid interest on this Note may be converted at the option of Holder of this Note at the closing of the Qualified Financing into the same class or series of Equity Securities as are issued and sold by Company in such Qualified Financing (or a class or series of Equity Securities identical in all respects to and ranking pari passu with the class or series of Equity Securities issued and sold in such Qualified Financing) at a price per share or unit equal to 90% of the lowest price per share or unit at which such Equity Securities were issued and sold in such Qualified Financing. The following Equity Securities shall not be deemed to be issued or sold as part of a Qualified Financing: (i) If Common Stock or options to purchase Common Stock issued, sold or granted pursuant to Company’s Equity Plans and Series 1 Plan as in effect on the Initial Listing has not occurred date of this Note; (ii) Common Stock issued upon conversion of shares of the Designated Preferred Stock outstanding as of March __, 2020 the date of this Note; (iii) Equity Securities of Company issued pursuant to warrants outstanding as of the “Optional Trigger Date”), then, holders date of Shares this Note; or (iv) Common Stock issued and sold by Company in a single transaction or series of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less related transactions in which no Equity Securities other than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount shares of Common SharesStock are issued or sold. (iid) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some On or all of their shares by surrendering immediately prior to the Corporation at its closing of any Extraordinary Transaction, all or any portion of the unpaid principal office or at the office of its transfer agent, as this Note plus accrued and unpaid interest on this Note may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied at the option of Holder, at or immediately prior to the closing of such Extraordinary Transaction into, at the further option of Holder, (i) the same class or series of Equity Securities as were issued and sold by Company in the most recent Qualified Financing or, if a written notice stating that Qualified Financing has not occurred, the Holder most recent transaction in which Company issued and sold Equity Securities other than this Note, the Warrant and the Option (or a class or series of Shares of Series A Preferred Stock elects Equity Securities identical in all respects to convert such Shares in accordance and ranking pari passu with the provisions described class of Equity Securities issued and sold in this Section 5(csuch Qualified Financing or other transaction) and specifying at a price per share or unit equal to the name conversion price then in effect for such series or names in which the holder class of Equity Securities or (ii) that number of shares of Series A Preferred Common Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the then issuable upon conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder shares or units of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateEquity Securities. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To provide the Executive both with an additional incentive to enhance the value of the Company's common stock for its shareholders and the opportunity to increase his retirement income if the value of the stock is enhanced, and to enable the Company to fix its exposure for the Supplemental Benefit for financial accounting purposes, the Company has offered the Executive the opportunity to elect, and the Executive hereby elects, to convert his right to receive the joint and survivor annuity described in subparagraph (i) If above into a phantom interest in the Initial Listing equivalent value of the Company's common stock. The parties agree that this conversion results in a credit to a book entry account for the Executive of 700,000 of its common shares, which has not occurred as been derived based on the estimated present value of March __, 2020 such joint and survivor benefits (the “Optional Trigger Date”without regard to whether such benefits are currently vested), thenas calculated using as his covered compensation the Executive's total annual cash compensation to be provided under this Agreement (whether or not deferred) with the Annual Bonus component calculated solely at the target level of performance, holders and the current trading value of Shares the common stock. By reason of Series A Preferred Stocksuch election, at their optionin lieu of the joint and survivor benefits described in subparagraph (i) above, maythe Executive shall be entitled to receive a distribution, at any time and from time to time after such date, convert all, but not less than allon the Distribution Date, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of 700,000 shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all common stock multiplied by his vested percentage in respect of the surrendered certificate or certificates, if any, the notice relating to the conversion Supplemental Benefit. Such distribution shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly made as soon as practicable after the Optional Conversion Distribution Date (or such later date(s) as the Executive shall elect at least 13 months prior to the Distribution Date but in no more than 10 annual installments). The number of shares credited to the Executive's account under this subparagraph shall be adjusted to reflect any changes to the Company's capital structure in the same manner as if shares were actually issued to the Executive on March 9, 2000. The Company shall also credit the Executive's account with respect additinal amounts equivalent to any Shares and all dividends or distributions paid on its shares of Series A Preferred Stock, the Corporation shall common stock (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records same basis as though such shares had been outstanding on the record date for such dividend or distribution), with any such dividends or distributions deemed invested in additional shares of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business Company's common stock based on the Optional Conversion Date so that the rights average of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, high and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu low trading prices of the foregoing procedures, if stock on the Series A Preferred Stock day the dividend or distribution is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC payable to convert its beneficial interest in respect shareholders of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred StockCompany.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at At any time and from time to time after such datetime, any Holder shall have the right, at its option, to convert all, but not less than all, all or any portion of their outstanding Shares the shares of Series A B Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares including all accrued dividends paid or payable in shares of Series A B Preferred Stock may convert some or all and any fraction of their a share) held by such Holder into such number of shares by surrendering to of fully paid and nonassessable Common Stock as equals the Corporation at its principal office or at product of (i) the office number of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares shares of Series A B Preferred Stock to be converted, accompanied converted by a written notice stating that such Holder and (ii) the Holder quotient of Shares (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional conversion of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A B Preferred Stock shall be entitled deemed to have been effected as of the close of business on the stock records effective date of such conversion specified in a written notice by such Holder to the Corporation (the "CONVERSION DATE"); provided, however, that the Conversion Date shall not be a date earlier than the date such notice is so given, and if such notice does not specify a conversion date, the Conversion Date shall be deemed to be the date such notice is given to the Corporation. On the Conversion Date, the rights of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares holder of such Series A B Preferred Stock as such Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock are to be entitled. This issued upon such conversion shall be deemed to have been made at become the close holder or holders of business on the Optional Conversion Date so that the rights record of the Holder shares of Shares Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A B Preferred Stock is held to be made in global certificate form, the Holder of Shares of Series A Preferred Stock must comply connection with the procedures of DTC to convert its beneficial interest in respect a public offering other 5 37 than a Qualified Public Offering or a Sale of the Series A Preferred Stock represented by Corporation other than a global stock certificate Qualified Sale of the Series A Preferred StockCorporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing of such public offering or Sale of the Corporation, as the case may be.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit II (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such Transfer Agent to credit such aggregate number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Shares to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This If this Debenture is physically surrendered for conversion shall be deemed to have been made at and the close outstanding Principal of business on this Debenture is greater than the Optional Conversion Date so that the rights Principal portion of the Holder Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of Shares of Series A Preferred Stock as this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Debenture shall be treated for all purposes as having become the record holder or holders of those such Common Shares at that time on that dateupon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If Any holder of the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred StockShares, Series B Preferred Shares and Series C Preferred Shares shall have the right, at their its option, may, at any time and from time to time after time, to convert, subject to the terms and provisions of this Section 7, any or all of such date, convert all, but not less than all, of their outstanding Shares of holder’s Series A Preferred Stock Shares, Series B Preferred Shares and/or Series C Preferred Shares, as applicable, into such number of fully paid and non-assessable Ordinary Shares as is determined by dividing (i) the Series A Subscription Price by the then effective Conversion Amount of Common Price for the Series A Preferred Shares. , or (ii) Following the Optional Trigger DateSeries B Subscription Price by the then effective Conversion Price for the Series B Preferred Shares, Holders of Shares of or (iii) the Series C Subscription Price by the then effective Conversion Price for the Series C Preferred Shares, as applicable. The Conversion Price for any Series A Preferred Stock may convert some or all of their shares by surrendering Shares shall initially be equal to the Corporation Series A Subscription Price, which is subject to certain adjustment as set forth in Section 7(d). The Conversion Price for any Series B Preferred Shares shall initially be equal to the Series B Subscription Price, which is subject to certain adjustment as set forth in Section 7(d). The Conversion Price for any Series C Preferred Shares shall initially be equal to the Series C Subscription Price, which is subject to certain adjustment as set forth in Section 7(d). The conversion right shall be exercised by the surrender of certificate(s) representing the Series A Preferred Shares, Series B Preferred Shares and/or Series C Preferred Shares, to be converted to the Company (or lost certificate affidavit and an indemnification agreement) at any time during usual business hours at its principal place of business to be maintained by it (or such other office or at agency of the office Company as the Company may designate by notice in writing to holders of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock Shares, the holders of Series B Preferred Shares and the holders of Series C Preferred Shares), accompanied by written notice (which shall be irrevocable) that the holder has elected to convert such Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares, as applicable and specifying the number of the Series A Preferred Shares, Series B Preferred Shares or Series C to be converted. If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written notice stating that instrument or instruments of transfer in form reasonably satisfactory to the Holder of Shares of Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, , accompanied by certificates representing the Series A Preferred Stock elects to convert such Shares, Series B Preferred Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in Series C Preferred Shares, as applicable, which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed surrendered for conversion and canceled by the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”)Company. As promptly as practicable after the Optional Conversion Date with respect to surrender of certificates for any Shares of Series A Preferred StockShares, Series B Preferred Shares or Series C Preferred Shares (or lost certificate affidavit and an indemnification agreement) but in any event no later than five (5) Business Days thereafter, the Corporation Company shall (Asubject to compliance with the applicable provisions of federal and state securities laws) reflect deliver to the issuance holder of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (Bshares so surrendered certificate(s) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common nonassessable Ordinary Shares into which such shares are entitled to be converted and a copy of the register of members showing such Ordinary Shares, if then certificated, to which . At the Holder time of Shares the surrender of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at certificate(s), the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if Company will hold the Series A Preferred Stock is held in global certificate formShares, the Holder Series B Preferred Shares and Series C Preferred Shares, as applicable, in trust for the Person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion from the time of Shares surrender until the register of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stockmembers is updated.

Optional Conversion. (i) If Prior to the Initial Listing has not occurred as of March __Maturity Date, 2020 a Holder Majority may elect, by written notice (the “Optional Trigger DateConversion Notice”)) to the Company, then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, all (but not less than all, ) of their outstanding Shares of Series A Preferred Stock the Notes into the capital stock (the “Non-Qualified Financing Securities”) sold by the Company in a Non-Qualified Financing. Any such conversion shall occur simultaneously with the consummation of the Non-Qualified Financing, subject to the terms and conditions set forth herein. The Company shall give the Holder not less than ten days prior written notice of any Non-Qualified Financing (an “NQF Notice”) and the Holder Majority must deliver any Optional Conversion Notice to the Company not later than five days after receiving such NQF Notice. The number of shares of Non-Qualified Financing Securities to be issued upon such conversion of this Note shall be equal to the quotient obtained by dividing (i) the Subject Amount as of Common Shares. the date of the closing of the Non-Qualified Financing by (ii) Following the Optional Trigger Dateprice per share of the Non-Qualified Financing Securities sold in such Non-Qualified Financing. The Non-Qualified Financing Securities issuable upon such conversion of this Note shall be of the same type and at the same price as the Non-Qualified Financing Securities issued in the Non-Qualified Financing and shall otherwise be issued on substantially the same terms and conditions applicable to the Non-Qualified Financing for a like number of Non-Qualified Financing Securities. The Holder of this Note agrees to execute and deliver the same documents in the Non-Qualified Financing as are executed and delivered by the investors in such Non-Qualified Financing, Holders if any, who are not holders of Shares the Note. A “Non-Qualified Financing” means the issuance and sale by the Company of Series A Preferred capital stock pursuant to a financing in which the aggregate net proceeds received by the Company are at least US $10,000,000 (including the aggregate Subject Amount of all Notes converted into Non-Qualified Financing Securities). Notwithstanding the foregoing, a Non-Qualified Financing shall not include (i) the issuance at fair market value, as determined in good faith by the Board of Directors of the Company, by the Company (in one or more transactions) of up to 227,759 shares of Common Stock may convert in the aggregate or (ii) any Qualified Financing. In the event that in any Non-Qualified Financing some or all of their shares by surrendering the consideration paid for the Non-Qualified Financing Securities is non-cash consideration, the price per share of the Non-Qualified Financing Securities, for purposes of determining the number of Non-Qualified Financing Securities to the Corporation at its principal office or at the office of its transfer agentbe received for Notes converted pursuant to this Section 3(b), as may shall be designated determined in good faith by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all Directors of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateCompany. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. This Note may, at Holder’s option, be converted to either Common Stock or Equity Securities (defined below), as applicable, under the following circumstances and in the following manner: (a) At any time, all or any portion of the unpaid principal of this Note plus accrued interest on this Note may, at Holder’s option, be converted into the most recently issued series of Preferred Stock at the conversion price of such series as of the date of such conversion. (b) If Company closes a Qualified Public Offering at any time up to and including the Target Date, all or any portion of the unpaid principal of this Note plus accrued interest on this Note may, at Holder’s option, be converted at the closing of the Qualified Public Offering into shares of Common Stock at a conversion price equal to 90% of the initial public offering price per share at which such Common Stock was issued and sold to the public in such Qualified Public Offering. (c) If, after the original issuance of this Note, Company issues or sells any series of preferred stock of Company or any security convertible or exchangeable into or for preferred stock or similar securities of Company (“Equity Securities”) in a single transaction or a series of related transactions that results in aggregate proceeds to Company of at least Ten Million Dollars ($10,000,000.00) (without giving effect to the conversion of this Note or the exercise of the Warrant or the Option) (a “Qualified Financing”), all or any portion of the unpaid principal of this Note plus accrued interest on this Note may be converted at the option of Holder of this Note at the closing of the Qualified Financing into the same class or series of Equity Securities as are issued and sold by Company in such Qualified Financing (or a class or series of Equity Securities identical in all respects to and ranking pari passu with the class or series of Equity Securities issued and sold in such Qualified Financing) at a price per share or unit equal to 90% of the lowest price per share or unit at which such Equity Securities were issued and sold in such Qualified Financing. The following Equity Securities shall not be deemed to be issued or sold as part of a Qualified Financing: (i) If Common Stock or options to purchase Common Stock issued, sold or granted pursuant to Company’s Equity Plans and Series 1 Plan as in effect on the Initial Listing has not occurred date of this Note; (ii) Common Stock issued upon conversion of shares of the Designated Preferred Stock outstanding as of March __, 2020 the date of this Note; (iii) Equity Securities of Company issued pursuant to warrants outstanding as of the “Optional Trigger Date”), then, holders date of Shares this Note; or (iv) Common Stock issued and sold by Company in a single transaction or series of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less related transactions in which no Equity Securities other than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount shares of Common SharesStock are issued or sold. (iid) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some On or all of their shares by surrendering immediately prior to the Corporation at its closing of any Extraordinary Transaction, all or any portion of the unpaid principal office or at the office of its transfer agent, as this Note plus accrued interest on this Note may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied at the option of Holder, at or immediately prior to the closing of such Extraordinary Transaction into, at the further option of Holder, (i) the same class or series of Equity Securities as were issued and sold by Company in the most recent Qualified Financing or, if a written notice stating that Qualified Financing has not occurred, the Holder most recent transaction in which Company issued and sold Equity Securities other than this Note, the Warrant and the Option (or a class or series of Shares of Series A Preferred Stock elects Equity Securities identical in all respects to convert such Shares in accordance and ranking pari passu with the provisions described class of Equity Securities issued and sold in this Section 5(csuch Qualified Financing or other transaction) and specifying at a price per share or unit equal to the name conversion price then in effect for such series or names in which the holder class of Equity Securities or (ii) that number of shares of Series A Preferred Common Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the then issuable upon conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder shares or units of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateEquity Securities. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares Each share of Series A A-1 Preferred StockStock shall be convertible, at their option, maythe option of the Holder thereof, at any time time, and from time to time after such datetime, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of duly authorized, validly issued, fully paid and non-assessable nonassessable shares of Class A Common SharesStock equal to (A) the quotient of (1) the Liquidation Preference divided by (2) 1,000 multiplied by (B) the Conversion Rate in effect at the time of conversion (subject to aggregation and the payment of cash in lieu of fractional shares as provided in Section 12 of this Certificate of Designations) and (ii) the right to receive (concurrently with the issuance of the shares of Class A Common Stock under clause (i)) an amount in cash equal to the accrued but unpaid dividends and distributions on such share of Series A-1 Preferred Stock; provided, however, that, if then certificatedfunds are not legally available for payment of such amount (or the Company otherwise fails to pay such amount) on the Conversion Date, additional amounts will continue to which accrue at the Dividend Rate on such amount (compounding at each Dividend Payment Date) until the Company pays such amount (plus such additional accrued amounts) to the Holder in full. In order to convert shares of Shares Series A-1 Preferred Stock into shares of Class A Common Stock pursuant to this Section 7(a), the Holder must surrender the certificates representing such shares of Series A-1 Preferred Stock (or, if such certificate or certificates have been lost, stolen, or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Company), accompanied by transfer instruments reasonably satisfactory to the Company, at the principal office of the Company (or such other place mutually acceptable to the Holder and the Company), together with written notice that such Holder elects to convert all or such number of shares represented by such certificates as specified therein. With respect to a conversion pursuant to this Section 7(a), the date of receipt of such certificates, together with such notice, by the Company or (in accordance with the immediately preceding sentence) its authorized agent will be the date of conversion (the “Conversion Date”). In the event that a Holder transfers shares of Series A A-1 Preferred Stock Stock, other than in connection with a transfer permitted by and in accordance with the Investment Agreement, such shares so transferred shall be entitled. This conversion automatically converted into shares of Class A Common Stock at the Conversion Rate in effect immediately prior to such transfer (in which case the date of such transfer shall be deemed to have been made at be the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateDate). (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (ia) If Holders of Class A Common Stock shall have the Initial Listing has not occurred as of March __right, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, exercisable at any time and from time to time after to convert all or any of such dateClass A Common Stock into Common Stock at a conversion rate of one share of Common Stock for each share of Class A Common Stock so converted, convert allsubject to adjustment (the "Conversion Rate"). Upon conversion, no adjustment or payment will be made for distributions, but not less than allif any holder surrenders Class A Common Stock for conversion after the close of business on the record date for the payment of a dividend or distribution and prior to the opening of business on the related payment date of such dividend or distribution then, notwithstanding such conversion, the dividend or distribution payable on such payment date will be paid to the registered holder of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Sharessuch shares on such record date. (iib) Following Any holder of one or more shares of Class A Common Stock electing to convert such share or shares shall deliver the Optional Trigger Datecertificate or certificates therefor to the principal office of any transfer agent for the Common Stock, Holders with the form of Shares notice of Series A Preferred Stock may election to convert some as the Corporation shall prescribe fully completed and duly executed and (if so required by the Corporation or all any conversion agent) accompanied by instruments of their shares by surrendering transfer in form satisfactory to the Corporation at its principal office or at the office of its transfer and to any conversion agent, as may be designated duly executed by the Board registered holder or his duly authorized attorney, and transfer taxes, stamps or funds therefor or evidence of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificatedpayment thereof. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date right with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shares shall be deemed to have been made exercised at the close date upon which the certificates therefor accompanied by such duly executed notice of business on the Optional Conversion Date election and instruments of transfer and such taxes, stamps, funds or evidence of payment shall have been so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuedelivered, and the person or persons entitled to receive the shares of the Common Shares Stock issuable upon such conversion shall be treated for all purposes as having become the record holder or holders of those such shares of the Common Shares Stock upon said date. (c) If a holder converts shares of Class A Common Stock, the Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issuance of shares of Common Stock upon the conversion. The holder, however, shall pay to the Corporation the amount of any tax which is due (or shall establish to the satisfaction of the Corporation payment thereof) if the shares are to be issued in a name other than the name of such holder and shall pay to the Corporation any amount required by the last sentence of subparagraph (3)(a) hereof. (d) The Corporation shall reserve and shall at all times have reserved out of its authorized but unissued Common Stock a sufficient number of shares of Common Stock to permit the conversion of the then outstanding Class A Common Stock. All Common Stock which may be issued upon conversion of Class A Common Stock shall be validly issued, fully paid and nonassessable, and not subject to preemptive or other similar rights. In order that the Corporation may issue Common Stock upon conversion of Class A Common Stock, the Corporation will endeavor to comply with all applicable federal and state securities laws and will endeavor to list such Common Stock to be issued upon conversion on each securities exchange on which the Common Stock is listed. (e) The Conversion Rate in effect at any time shall be subject to adjustment from time to time as follows: (i) In case the Corporation shall (1) reclassify the outstanding Common Stock into shares of some other class or series of shares, (2) subdivide the outstanding Common Stock into a greater number of shares of Common Stock or (3) combine the outstanding Common Stock into a smaller number of shares of Common Stock, the conversion rate immediately prior to such action shall be adjusted so that the holder of any shares of Class A Common Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which he would have owned immediately following such action had such Class A Common Stock been converted immediately prior thereto. An adjustment made pursuant to this subparagraph (3)(e)(i) shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (ii) The Market Price per share of the Common Stock on any date shall be deemed to be the average of the daily closing prices for thirty consecutive trading days commencing forty-five (45) trading days before the date in question. The closing price for each day shall be the last reported sales price or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Stock is not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sale price of the Common Stock or, in case no reported sale takes place, the average of the closing bid and asked prices, on Nasdaq or any comparable system, or if the Common Stock is not quoted on Nasdaq or any comparable system, the closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by the Corporation for that datepurpose. (iii) In any case in which this subparagraph (3) shall require that an adjustment be made immediately following a record date, the Corporation may elect to defer (but only until five Business Days following the mailing of the notice described in subparagraph (3)(j)) issuing to the holder of any Class A Common Stock converted after such record date the Common Stock and other shares of capital stock of the Corporation issuable upon such conversion over and above the Common Stock and other shares of capital stock of the Corporation issuable upon such conversion only on the basis of the conversion rate prior to adjustment; and, in lieu of the foregoing procedures, if shares the Series A Preferred Stock issuance of which is held in global certificate formso deferred, the Holder Corporation shall issue or cause its transfer agents to issue appropriate evidence of Shares the right to receive such shares. (f) hundredth (1/100) of Series a share, as the case may be. (g) In the event that, as a result of an adjustment made pursuant to subparagraph (3)(e), the holder of any Class A Preferred Common Stock thereafter surrendered for conversion shall become entitled to receive any shares of capital stock of the Corporation other than Common Stock, thereafter the number of such other shares so receivable upon conversion of any Class A Common Stock shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this subparagraph (3). (h) The Corporation may make such increases in the Conversion Rate, in addition to those required by subparagraphs (3)(e), as is considered to be advisable in order that any event treated for federal income tax purposes as a distribution of shares or share rights shall not be taxable to the recipients thereof. (i) Whenever the Conversion Rate is adjusted, the Corporation shall promptly mail to all holders of record of Class A Common Stock a notice of the adjustment and shall cause to be prepared a certificate signed by a principal financial officer of the Corporation setting forth the adjusted Conversion Rate and a brief statement of the facts requiring such adjustment and the computation thereof; such certificate shall forthwith be filed with each transfer agent for the Class A Common Stock. (j) In the event that: (i) the Corporation takes any action which would require an adjustment in the Conversion Rate, or (ii) the Corporation consolidates or merges with, or transfers all or substantially all of its assets to, another corporation and shareholders of the Corporation must comply with approve the procedures transaction, a holder of DTC Class A Common Stock may wish to convert some or all of such shares into Common Stock prior to the record date for, or the effective date of, the transaction so that he may receive the rights, warrants, securities or assets which a holder of Common Stock on that date may receive. Therefore, the Corporation shall mail to holders of Class A Common Stock a notice stating the proposed record or effective date of the transaction, as the case may be. The Corporation shall mail the notice at least 10 days before such date; however, failure to mail such notice or any defect therein shall not affect the validity of any transaction referred to in clauses (i) or (ii) of this subparagraph (3)(j). (k) If any of the following shall occur, namely: (i) any reclassification or change of outstanding Common Stock issuable upon conversion of Class A Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding Common Stock or (iii) any sale, transfer or lease of all or substantially all of the property or business of the Corporation as an entirety, then the Corporation, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, sale, transfer or lease, provide in its charter document that each share of Class A Common Stock shall be convertible into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, sale, transfer or lease by a holder of the number of shares of Common Stock deliverable upon conversion of such shares of Class A Common Stock immediately prior to such reclassification, change, consolidation, merger, sale, transfer or lease. Such charter document shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this subparagraph (3). If, in the case of any such reclassification, change, consolidation, merger, sale, transfer or lease, the shares of stock or other securities and property (including cash) receivable thereupon by a holder of the Common Stock includes shares of stock or beneficial interest or other securities and property of a corporation or other entity other than the successor or purchasing corporation, as the case may be, in respect such reclassification, change, consolidation, merger, sale, transfer or lease, then the charter document of such other corporation shall contain such additional provisions to protect the interests of the Series holders of Class A Preferred Common Stock represented as the Board of Directors shall reasonably consider necessary by a global stock certificate reason of the Series foregoing. The provisions of this subparagraph (3)(k) shall similarly apply to successive consolidations, mergers, sales, transfers or leases. No holder of Class A Preferred StockCommon Stock will possess any preemptive rights to subscribe for or acquire any unissued shares of the Corporation (whether now or hereafter authorized) or securities of the Corporation convertible into or carrying a right to subscribe to or acquire shares of the Corporation.

Optional Conversion. Each Holder will have the right (isubject to the Special Optional Redemption Right) If to convert some or all of the Initial Listing has not occurred as of March __, 2020 Series B Preferred Stock held by such Holder (the “Optional Trigger DateConversion Right”), then, holders of Shares of Series A Preferred Stock, at their option, may, ) at any time and from time to time after into a number of shares of the Common Stock per share of the Preferred Stock to (x) the Liquidation Preference of such date, convert allSeries B Preferred Stock plus any accumulated and unpaid Dividends thereon (whether or not authorized or declared) to, but not less than allexcluding, the Optional Conversion Date (unless the Optional Conversion Date is after a Dividend Payment Record Date and prior to the corresponding Dividend Payment Date for the Series B Preferred Stock, in which case no additional amount for such accumulated and unpaid dividends to be paid on such Dividend Payment Date shall be included) divided by (y) the Conversion Price. A Holder shall exercise its Optional Conversion Right by providing written notice to the Company of their outstanding Shares its intent to convert and the number of shares of Series A B Preferred Stock into to be converted (the “Conversion Amount of Common Shares. (ii) Following Notice”). The Company shall fix the Optional Trigger Conversion Date in accordance with the terms of this Certificate of Designation and notify the converting Holder within a reasonable amount of time following the receipt of such H▇▇▇▇▇’s notice of conversion. For the avoidance of doubt, if, prior to the Optional Conversion Date, Holders the Company has provided notice of Shares of Series A Preferred Stock may convert its election to redeem some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A B Preferred Stock wishes the certificate (whether pursuant to its Optional Redemption Right or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if anyits Special Optional Redemption Right), the notice relating to Holders will not have the conversion shall be deemed the conversion date Optional Conversion Right with respect to a Share such shares of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the a “Optional Trigger Conversion Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Common Stock or the book-entry position of the shares of Common Stock and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) Program, credit such aggregate number of shares of Common Shares Stock to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in FAST, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable shares of Common Shares, if then certificated, Stock to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion entitled which certificates shall be deemed not bear any restrictive legends unless required pursuant to have been made at the close of business on the Optional Conversion Date so that the rights rules and regulations of the Holder Commission. If this Note is physically surrendered for conversion and the outstanding Principal of Shares this Note is greater than the Principal portion of Series A Preferred Stock the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the shares being converted shall cease except for Holder a new Note representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Shares Stock issuable upon a conversion of this Note shall be treated for all purposes as having become the record holder or holders of those such shares of Common Shares at that time on that dateStock upon the transmission of a Conversion Notice. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If The holder of each Note shall have the Initial Listing has not occurred as of March __right, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, ------------------- at their such holder's option, may, on or at any time and from time to time after before the Maturity Date of such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. Note (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some except that if such Note or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may any portion thereof shall be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares prepaid in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificateshereof, if anysuch right shall terminate, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance principal amount of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the CorporationNote so prepaid, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that date of such prepayment, unless default shall occur in compliance with any condition to, or in the rights performance of any obligation of the Holder Company in connection with, such prepayment) to convert all or any portion of the principal amount of such Note and the interest accrued on such principal amount into Conversion Shares of Series A Preferred Stock as on and subject to the shares being terms and conditions hereinafter set forth in this Section 1B. (i) The conversion price (hereinafter called the "Conversion ---------- Price") shall be initially $0.30, but shall be adjusted in certain instances ----- as provided in paragraphs (v) and (vi) of this Section 1B(b). (ii) All or any portion of the principal amount of each Note and the interest accrued on such principal amount may be converted shall cease except for into fully paid and nonassessable Conversion Shares at the right to receive Conversion Price in effect at the conversion valuetime of the conversion, and the person entitled to receive number of Conversion Shares deliverable by the Common Shares Company upon such conversion shall be treated for all purposes as having become the record holder number thereof determined by dividing the amount of those Common Shares at that time on that datesuch principal and accrued interest being so converted by such Conversion Price. (iii) In order to exercise the right of optional conversion under this Section 1B(b), the holder of any Note to be converted in whole or in part shall surrender such Note to the Company, together with a written notice of the election of such holder to convert such Note, including the amount of principal and accrued interest to be converted into Conversion Shares. Such surrender may be made by actual delivery to the Company, or by registered or certified mail (return receipt requested), addressed to the Company at its address for notices hereunder, and if so mailed, shall be deemed made when mailed. If the certificate or certificates for Conversion Shares issuable on such conversion are not to be issued in the name of such holder, such notice shall also state the name or names (with address) in which such certificate or certificates shall be issued. Each conversion shall have been deemed to be effected on the date (hereinafter called the "Conversion Date") (i) which is the date on which the --------------- Note being converted in whole or in part shall have been surrendered, together with such notice, as aforesaid, or (ii) if such notice shall specify that such conversion is contingent upon the subsequent occurrence of any event, which is the date, if any, on which such event shall occur. The person or persons in whose name or names any certificate or certificates for Conversion Shares shall be issuable on such Conversion Date shall be deemed to have become on such Conversion Date the holder or holders of record of the Conversion Shares represented thereby. (iv) As promptly as practicable after the Conversion Date, the Company shall issue and deliver to or upon the written order of the holder of any Note then being converted, in whole or in part, a certificate or certificates for the number of Conversion Shares issuable upon such conversion. No fractional share, or scrip representing a fractional share, of the Common Stock shall be issued upon the conversion of any Note or portion thereof, but in lieu thereof, the holder of such Note shall be entitled to receive from the Company, on account of the fractional Conversion Shares to which such holder would otherwise be entitled on such conversion, payment in cash of the fair value as of the Conversion Date of such fractional share. In case any Note shall be surrendered for conversion of a portion only of the principal amount thereof together with the interest accrued therein, the Company shall execute and deliver to or upon the written order of the holder thereof, a new Note of the same maturity, and so dated and otherwise in such amount and form so that no gain or loss of principal or interest with respect to the unconverted portion of such Note shall result from such execution and delivery. The issuance of certificates for Conversion Shares issuable upon conversion of any Note or portion thereof shall be made without charge to the converting holder for any tax in respect thereof, except for any tax which may be payable with respect to any transfer involved in the issue and delivery of any certificate in a name other than that of the holder of the Note or portion thereof being converted. (v) In the event the Company shall at any time on or after the date hereof (i) pay a dividend of or make a distribution in shares of the Common Stock to all holders of outstanding shares of the Common Stock, (ii) subdivide outstanding shares of the Common Stock into a larger number of shares, or (iii) combine outstanding shares of the Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to the date (the "record date") for determining the holders of shares of the Common Stock entitled to such dividend or distribution, or affected by such subdivision or combination, shall be adjusted, effective immediately after such record date, to an amount (calculated to the nearest cent) determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, the numerator of which is the number of shares of the Common Stock outstanding immediately prior to such record date and the denominator of which is the number of shares of the Common Stock outstanding immediately after such record date after giving effect to such dividend, distribution, subdivision or combination. (vi) In the event the Company shall at any time on or after the date hereof issue any Additional Shares of the Common Stock (as defined below), otherwise than by way of dividend, distribution, subdivision or combination referred to in paragraph (b)(v) of this Section 1B, for a consideration per share less than the Conversion Price in effect immediately prior to such issuance, the Conversion Price in effect immediately prior to such issuance shall be reduced, immediately after such issuance, to a Conversion Price (calculated to the nearest cent) equal to such consideration per share. For the purposes of this paragraph: (A) the term "Additional Shares of the Common Stock" shall ------------------------------------- mean all shares of the Common Stock issued on or after the date hereof other than (x) shares issued upon conversion of the Notes and upon exercise of the Warrants, (y) shares issued upon the conversion or exercise of any convertible securities or warrants of the Company outstanding on the date this Agreement, and (z) such shares, if any, as may be issued pursuant to, or upon the exercise of any option granted under, any stock option plan, restricted stock plan, stock purchase plan or other plan or written agreement for the benefit of the Company's employees, directors, consultants or advisors, which plan or agreement is in effect on the date of this Agreement; (B) in the case of the issuance of Additional Shares of the Common Stock, in determining the consideration received for such shares, no deduction shall be made for any compensation or discount payable by the Company to underwriters or dealers or other expenses incurred by the Company in connection therewith; (C) in case any consideration to be received by the Company shall be deferred payments, the value of such deferred payments shall be discounted, based upon a simple interest calculation, at an interest rate equal to the Prime Rate published in the Money Rates Section of The Wall Street --------------- Journal on the Business Day last preceding the date of the issuance of ------- Additional Shares of Common Stock; (D) in case any consideration received by the Company shall consist of property other than cash, the amount of consideration received on account of such property shall be deemed to be the fair value of such property (y) as determined by the Board of Directors of the Company and approved by the holders of the Notes, representing at least two-thirds of the number of the Conversion Shares issuable upon the conversion thereof, or (z) as determined by an independent appraiser selected by the Board of Directors of the Company and whose selection shall have been approved by the holders referred to in the next preceding clause (y); and (E) in case the Company shall enter into any agreement or accept any subscription providing for the issuance of any Additional Shares of the Common Stock, or shall issue any options, warrants or rights, whether or not immediately exercisable, entitling the holders thereof to purchase any Additional Shares of the Common Stock or any securities or other instruments convertible into or exchangeable for Additional Shares of the Common Stock, or shall issue any security or other instrument entitling the holder thereof to convert or exchange the same into or for any Additional Shares of the Common Stock (each of the foregoing proceduresbeing hereinafter called an "issuance commitment"), ------------------- then such Additional Shares of the Common Stock shall be deemed as of the date on which such issuance commitment arises, to be outstanding and to be issued for a per share consideration determined (after taking into account any consideration received by the Company for such issuance commitment, and to be received by the Company upon the performance or, exercise thereof) on the basis of those assumptions as to the time and extent of performance or exercise of such issuance commitment as will result in the lowest per share consideration, and no further adjustment shall be made upon the actual issuance of any shares, securities or other instruments covered by such issuance commitment; provided, however, that in the event the Conversion Price shall have been reduced as a result of any issuance commitment; then (y) if such issuance commitment or any portion thereof shall lapse or terminate without any performance or exercise having occurred with respect thereto, the Conversion Price shall be forthwith readjusted to such Conversion Price as would have been applicable if such issuance commitment or portion thereof had not arisen and the Additional Shares of the Common Stock previously deemed outstanding with respect thereto shall be forthwith deemed no longer outstanding, and (z) if an increase shall occur in the consideration to be received by the Company upon the performance or exercise of any outstanding issuance commitment or any portion thereof, the Conversion Price shall be forthwith readjusted to such Conversion Price as would have been applicable had any reduction thereof on account of such outstanding issuance commitment or portion thereof been made on the basis that the consideration to be received by the Company upon the performance or exercise thereof had been such increased consideration; and further provided, if a decrease shall occur in the Series A Preferred Stock is held in global certificate formconsideration to be received by the Company upon the performance or exercise of any outstanding issuance commitment or any portion thereof, the Holder Conversion Price shall be forthwith adjusted to such Conversion Price as would have been applicable had any adjustment thereof on account of Shares such outstanding issuance commitment or portion thereof been made on the basis that the consideration to be received by the Company upon the performance or exercise thereof had been such decreased consideration. (vii) Except as otherwise provided in paragraph (b)of this Section 1B, the Conversion Price, as at any time in effect, shall not be increased by reason of Series A Preferred Stock must comply with any subsequent transaction or event. (viii) In the procedures event of DTC any adjustment in the Conversion Price, the Company shall promptly mail notice, postage prepaid, addressed to convert its beneficial interest in respect each holder of outstanding Notes, at such holder's address for notices hereunder, describing such adjustment and the basis and method of computing the same. The Company shall, at least 20 days prior to the date on which any readjustment of the Series A Preferred Stock represented by Conversion Price pursuant to clause (E) of paragraph (b)(vi) of this Section 1B can occur, similarly mail a global stock certificate notice describing such possible readjustment and the basis and method of computing the Series A Preferred Stocksame.

Optional Conversion. (i) If Subject to and upon compliance with the Initial Listing has not occurred as provisions of March __the Agreement, 2020 (the “Optional Trigger Date”), then, holders Holder of Shares of Series A Preferred Stockthis Security is entitled, at their such Holder's option, may, at any time on or before the close of business on June __, 1999, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and from time to time after such date, convert allincluding, but (unless the Company defaults in making the payment due upon redemption) not less than allafter, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date Redemption Date, to convert up to the principal amount of this Security (or any portion of the principal amount hereof which is $100,000 or an integral multiple thereof in excess of $1,000), at the principal amount hereof, or of such portion, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at a conversion price equal to $6.00 in aggregate principal amount of Securities for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Agreement) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company, accompanied by written notice to the Company that the holder hereof elects to convert this Security and the portion hereof to be converted. Accrued and unpaid interest to the date of conversion will be payable by the Company to the Holder. No payment or adjustment is to be made on conversion for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the Agreement. The conversion price is subject to adjustment as provided in the Agreement. In addition, the Agreement provides that in case of certain consolidations or mergers to which the Company is a party or the transfer of substantially all of the assets of the Company, the Agreement shall be amended, without the consent of any holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount of securities, cash or other property received per share by a plurality of non-electing shares). If an Event of Default shall occur and be continuing, the principal of all the Securities and all other amounts due hereunder may be declared due and payable in the manner and with the effect provided in the Agreement. The Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Agreement at any time by the Company and the Agent with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding. The Agreement also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Agreement and certain past defaults under the Agreement and their consequences. Any such consent or waiver by the Holder of Shares this Security shall be conclusive and binding upon such Holder and upon all future Holders of Series A Preferred Stock as this Security and of any security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the shares being converted Agreement and no provision of this Security or of the Agreement shall cease except for alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of the conversion valueprincipal of (and premium, if any) and interest on this Security at the times, place and rate, and in the person entitled coin or currency (i.e., U.S. Dollars), herein prescribed or to receive convert this Security as provided in the Common Shares shall be treated Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for all purposes as having become registration of transfer at the record holder of those Common Shares at that time on that date. (iii) In lieu office or agency of the foregoing proceduresCompany, if duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Series A Preferred Stock is held in global certificate formCompany and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of Shares authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in denominations of Series A Preferred Stock must comply with $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the procedures Agreement and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of DTC Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to convert its beneficial interest cover any tax or other governmental charge payable in respect connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Note Agent and any agent of the Series A Preferred Stock represented Company or the Note Agent may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Note Agent nor any such agent shall be affected by a global stock certificate notice to the contrary. This Security shall be governed by the laws of the Series A Preferred StockState of New York (without reference to choice of law rules). All terms used in this Security which are defined in the Agreement shall have the meanings assigned to them in the Agreement.

Optional Conversion. (i) If the Initial Listing has not occurred as Any holder of March __, 2020 (the “Optional Trigger Date”), then, holders shares of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Convertible Preferred Stock desiring to convert such shares into Common Stock shall surrender the Conversion Amount certificate or certificates for such shares of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Convertible Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its the transfer agentagent for the Convertible Preferred Stock, as may be designated by the Board of Directors, the which certificate or certificates, if anythe Corporation shall so require, for shall be duly endorsed to the Shares Corporation or in blank, or accompanied by proper instruments of Series A Preferred Stock transfer to be convertedthe Corporation or in blank, accompanied by a irrevocable written notice stating to the Corporation that the Holder of Shares of Series A Preferred Stock holder elects so to convert such Shares in accordance with the provisions described in this Section 5(c) shares of Convertible Preferred Stock and specifying the name or names (with address) in which the holder of shares of Series A Preferred Stock wishes the a certificate or certificates, if any, certificates for the Common Shares Stock are to be issued. No adjustments in respect of any dividend on the Common Stock issued upon conversion, if certificatedshall be made upon the conversion of any shares of Convertible Preferred Stock. The date Any unpaid dividends on which the Corporation has received all of the shares surrendered certificate or certificates, if any, the notice relating to the for conversion shall be deemed paid upon the conversion date with respect to a Share of Series A any shares of Convertible Preferred Stock by issuing additional shares of Common Stock with an aggregate value (as defined below) equal to all accrued and unpaid dividends on the “Optional Conversion Date”)shares of Convertible Preferred Stock converted. As promptly The Corporation will, as soon as practicable after such deposit of certificates for Convertible Preferred Stock accompanied by the Optional Conversion Date written notice and compliance with respect any other conditions herein contained, deliver at the office of the transfer agent to any Shares the person for whose account such shares of Series A Convertible Preferred StockStock were so surrendered, or to his nominee or nominees, certificates for the Corporation shall (A) reflect the issuance of such number of full shares of Common Shares Stock to which the Holder of Shares of Series A Preferred Stock he shall be entitled on as aforesaid, together with a cash adjustment of any fraction of a share as hereinafter provided. Subject to the stock records following provisions of the Corporationthis paragraph, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights as of the Holder date of Shares such surrender of Series A the shares of Convertible Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person or person entitled to receive the Common Shares Stock deliverable upon conversion of such Convertible Preferred Stock shall be treated for all purposes as having become the record holder or holders of those such Common Shares Stock on such date; provided, however, that the Corporation shall not be required to convert any shares of Convertible Preferred Stock while the stock transfer books of the Corporation are closed for any purpose, but the surrender of Convertible Preferred Stock for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books as if the surrender had been made on the date of such reopening, and the conversion shall be at that time the conversion rate in effect on that such date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If At any time prior to the Initial Listing has not occurred Maturity Date, at the option of Holder in his sole discretion, all or any portion of the Principal Amount or Principal Balance, as applicable, of March __, 2020 this Note may be converted (the an “Optional Trigger DateConversion”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock ) into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder number of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Parent Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion DateShares”) equal to the amount of the Principal Amount or Principal Balance, as applicable, to be converted divided by the Note Conversion Price. (ii) In order to exercise the right of Optional Conversion, ▇▇▇▇▇▇ shall surrender this Note at the principal office of Obligor and shall give written notice of such exercise, substantially in the form of Appendix 1 attached hereto (the “Conversion Notice”), to Obligor at such office. As promptly as practicable after the Such Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made effected at the close of business on the date on which such Conversion Notice, duly completed and executed, shall have been given as aforesaid, and, at such time, such portion of the Principal Amount or Principal Balance, as applicable, as is subject to such Optional Conversion Date so that the rights shall be applied by Parent for and on behalf of Obligor in full payment of the Optional Conversion Shares to be issued by Parent to Holder as a result of Shares the Optional Conversion and such application shall discharge Obligor from all liability in respect of Series A Preferred Stock such portion of the Principal Amount or Principal Balance, as to the shares being converted shall cease except for the right to receive the conversion valueapplicable, that is converted, and the person entitled to receive the Common Shares Holder shall be treated deemed for all purposes as having to have become the record holder of those Common Shares at that time on that datethe Optional Conversion Shares. (iii) In lieu As promptly as practicable, but in no event later than five (5) Business Days, after an Optional Conversion, (1) Obligor, at its expense, shall cause the Conversion Notice presented by Holder to Obligor, and any other documents necessary for such Optional Conversion, to be effected, (2) Parent shall cause the Optional Conversion Shares to be issued to Holder and shall cause Holder’s name to be entered in the Parent’s shareholders’ registry with respect to such Optional Conversion Shares, (3) Obligor shall cause to be paid to Holder all Accrued Interest through and including the date of the foregoing proceduresOptional Conversion on that portion of the Principal Amount or Principal Balance, as applicable, subject to such Optional Conversion and (4) Obligor shall cause to be delivered to Holder a Convertible Subordinate Note, in form and substance identical to this Note, for the remaining Principal Balance if such Optional Conversion was not for the Series A Preferred Stock entire portion of the Principal Amount or Principal Balance, as applicable. Notwithstanding any provision of this Note to the contrary, no Optional Conversion shall be deemed to have occurred unless and until Obligor shall have complied with the obligations set forth in this paragraph, whereupon such Optional Conversion shall be deemed to have been effective as of the date the Conversion Notice is held in global certificate formgiven to Obligor; provided, the Holder of Shares of Series A Preferred Stock must however, that no failure by Obligor to so comply with such obligations shall prohibit Holder from exercising his rights as the procedures of DTC to convert its beneficial interest in respect holder of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred StockOptional Conversion Shares.

Optional Conversion. In the event a Qualifying Subscription has not occurred by November 30, 2002 and/or in the event a Qualifying Fundraising is not consummated by February 28, 2003 (whether by failure of clause (i) If or (ii) as set forth in the Initial Listing has not occurred as definition of March __, 2020 (the “Optional Trigger Date”Qualifying Fundraising), then, holders of Shares of Series A Preferred Stockthe Lender has the right, at their its option, may, at any time prior to the close of business on July 1, 2003, to convert the outstanding principal amount and from time to time after such dateaccrued interest, convert all, but not less than allor a portion thereof, of their outstanding Shares of Series A Preferred Stock this Debenture into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully fully-paid and non-assessable Common Sharesshares of preferred stock (the "Senior Stock") of the Company, if then certificatedwith new rights, preferences and privileges, as set forth in Schedule 2 hereto, senior to which the Holder rights, preferences and privileges of Shares the Company's existing preferred stock. In case the Company is listed or traded on a stock exchange, any regulated market or on the OTC-BB on the date of such Series A Preferred the exercise of the option by the Lender, the price for the Senior Stock shall be entitled33% of the average share price for the Shares for the 30 trading days prior to the date of the exercise of the option by the Lender. This conversion In case the Company is not listed or traded on a stock exchange, a regulated market or the OTC-BB on the day of the exercise of the option, the price for the Senior Stock shall be 33% of the intrinsic value of the Company on the date of the exercise of the option by the Lender, which will be defined by an independent expert, appointed by the board of directors of the Company and reasonably acceptable to the Lender. The option of the Lender will be deemed to have been made exercised on the Conversion Date, as defined below. In order to exercise this optional conversion privilege, the Lender shall surrender this Debenture to the Company during usual business hours at the close of business on Company's principal executive office, accompanied by written notice in form satisfactory to the Optional Conversion Date so Company that the rights Lender elects to convert the principal amount and accrued interest of this Debenture or a portion hereof specified in such notice. Such notice shall also state the Holder name or names (with address) in which the certificate or certificates for shares of Shares of Series A Preferred Senior Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares which shall be treated for all purposes as having become the record holder of those Common Shares at that time issuable on that datesuch conversion shall be issued. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If At any time on or after the Initial Listing has not occurred completion by Vie of any issuance and sale of Stock on or prior to the Maturity Date (an "Additional Financing"), in lieu of an Investor's receipt of repayment of the principal of, and interest on, the Note in lawful currency of the United States in immediately available funds as provided in Section 3.4, such Investor may elect, in its sole discretion, to convert the Conversion Loan Amount into a number of March __, 2020 shares of Stock of the same class as those issued and sold in such Additional Financing (the “"Optional Trigger Date”)Conversion") determined by dividing the Conversion Loan Amount by the Applicable Conversion Price; provided, thenhowever, holders that the issuance of Common Stock (including warrants exercisable for Common Stock) to any vendors, service providers or sales representatives of Vie in an aggregate amount with respect to all such issuances not in excess of 2% of the shares of Common Stock outstanding on the date hereof and the issuance of Common Stock upon exercise of options described in clause (i) of the definition of "Additional Shares of Series A Preferred Conversion Stock" in Section 3.5(d)(i) shall not constitute an Additional Financing. The shares of Stock received by Investors upon the occurrence of an Optional Conversion shall be entitled to the same rights and subject to the same obligations, at their option, may, at any time and from time to time after such date, convert allincluding, but not less than alllimited to, those rights and obligations set forth in the stock purchase agreement and other agreements relating to the Additional Financing, as the shares of their outstanding Shares of Series A Preferred Stock into that are issued and sold in the Conversion Amount of Common SharesAdditional Financing. (ii) Following If an Investor fails to exercise its right to Optional Conversion prior to the Optional Trigger Conversion Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert then such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion right shall be deemed the conversion date terminate with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateAdditional Financing. (iii) In lieu Prior to consummation of any Additional Financing, Vie shall give to the Investors written notice describing in reasonable detail the terms of such Additional Financing and the terms of the foregoing proceduresStock issuable upon such Additional Financing, if and shall provide to the Series A Preferred Stock is held in global certificate form, the Holder Investors copies of Shares of Series A Preferred Stock must comply with the procedures of DTC all agreements and instruments relating to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stocksuch Additional Financing.

Optional Conversion. At any time on or prior to the Maturity Date each Investor will have the option to convert all or a portion of the entire principal amount of the Notes outstanding into Common Stock immediately upon the Investor’s request; provided,however, that if, at the time of any particular conversion, the Company does not have the number of authorized shares of Common Stock sufficient to allow for such particular conversion as well as the issuance of the maximum amount of Common Stock permitted under the Company’s 2004 Equity Compensation Plan, the Investors may only convert that portion of their Notes outstanding for which the Company has a sufficient number of authorized shares of Common Stock. To the extent multiple Investors request conversion of their Notes on the same date, any limitations on conversion shall be applied on a pro rata basis. In such case, the Investors may request, in writing, that the Company call a special meeting of the stockholders of the Company specifically for the purpose of increasing the number of authorized shares of Common Stock to cover the remaining portion of the Notes outstanding, as well as the maximum issuances contemplated pursuant to the Company’s 2004 Equity Compensation Plan, within 90 calendar days after the Company’s receipt of the Investors’ written request. Notwithstanding the above, the Company shall use its best efforts to increase its number of authorized shares of Common Stock to 100,000,000 or such greater number so as to allow for the full conversion of any outstanding Notes on the earlier of: (i1) promptly after the date on which a request for conversion, for which there are not sufficient shares available to effect such conversion, is received by the Company, or (2) the time of the next shareholder meeting. The number of shares of Common Stock that this Note may be converted into shall be determined by dividing the principal amount then outstanding by the Conversion Price at the time of conversion. If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock Investor elects to convert such Shares in accordance this Note on demand, it shall provide the Company with written notice of its election at least one (1) day prior to the provisions described in date selected for conversion. Upon conversion, the Investor shall deliver to the Company the original of this Section 5(c) Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and specifying an agreement reasonably acceptable to the name or names in which Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note). However, upon such conversion of shares of Series A Preferred Stock wishes the certificate or certificatesthis Note, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion this Note shall be deemed converted and of no further force and effect, whether or not the conversion date with respect Note is delivered for cancellation as set forth in the preceding sentence. If there shall occur a Change of Control, the Company shall give written notice to a Share of Series A Preferred Stock the Investor at least five (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect 5) days prior to any Shares of Series A Preferred Stock, closing thereof and the Corporation shall (A) reflect the issuance of such number of Common Shares Investor’s election to which the Holder of Shares of Series A Preferred Stock convert this Note shall be entitled on conditional upon the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateconsummation thereof. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. At any time prior to the earlier date to occur of (ia) If the Initial Listing has not occurred as Maturity Date and the (b) Termination Date: (a) Holder may convert all or any portion of March __the then outstanding Note Balance into fully paid common shares in the capital of Maker (“Common Shares”), 2020 based on a conversion price of US$10.00 per Common Share (the “Optional Trigger DateConversion Price”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time . Before Holder shall be entitled to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock this Note into the Conversion Amount of Common Shares. , it shall surrender this Note (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering a notice to the Corporation effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to Maker whereby Holder agrees to indemnify Maker from any loss incurred by it in connection with this Note) and give written notice to Maker at its principal office or at the corporate office of its transfer agentthe election to convert the same pursuant to this Section 5, as may be designated by and shall state therein the Board amount of Directors, the certificate or certificates, if any, for the Shares outstanding Note Balance of Series A Preferred Stock this Note to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which Holder satisfies the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (foregoing requirements is the “Optional Conversion Date”). .” As promptly soon as practicable after the Optional Conversion Date with respect and in any event within five (5) Business Days thereof, Maker shall deliver to any Shares Holder a certificate for or a book-entry notation of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable whole Common Shares, if then certificated, to which Shares issuable upon the conversion. (b) Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close be a shareholder of business record on the Optional Conversion Date so Date; provided that no surrender of this Note on any date when the rights share transfer books of the Holder of Shares of Series A Preferred Stock as Maker shall be closed shall be effective to the shares being converted shall cease except for the right to receive the conversion value, and constitute the person entitled to receive the Common Shares shall be treated for all purposes upon such conversion as having become the record holder of those such Common Shares on such date, but such surrender shall be effective to constitute the person entitled to receive such Common Shares as the record holder thereof for all purposes at that time the close of business on that datethe next succeeding day on which such share transfer books are open (subject to the other provisions of this Section 5). (c) Upon surrender of this Note if converted in part, Maker shall execute and deliver to Holder a new Note equal in principal amount to the unconverted portion of the Note surrendered. (d) All Common Shares delivered upon conversion of this Note shall be duly and validly issued and fully paid, shall be free from preemptive rights and free of any lien or adverse claim, and shall have the same rights as all of the other outstanding shares of Maker’s Common Shares. Maker will endeavor promptly to comply with all applicable securities laws regulating the offer and delivery of Common Shares upon conversion of this Note, if any. (e) If any of the following shall occur: (i) any reclassification or change of outstanding Common Shares; (ii) any consolidation, combination, merger or share exchange to which Maker is a party other than a merger in which Maker is the continuing corporation and which does not result in any reclassification of, or change in, outstanding Common Shares; or (iii) In lieu any sale or conveyance of all or substantially all of the foregoing procedures, if assets or property of Maker; then Holder shall have the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC right to convert its beneficial interest in respect this Note into the kind and amount of shares of capital stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, sale or conveyance by a holder of the Series A Preferred Stock represented by a global stock certificate number of the Series A Preferred StockCommon Shares deliverable upon conversion of this Note immediately prior to such reclassification, change, consolidation, merger, share exchange, sale or conveyance.

Optional Conversion. (i) If the Initial Listing has not occurred as Any holder of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares shares of Series A F Preferred StockStock shall have the right, at their its option, may, at any time and from time to time after time, to convert, subject to the terms and provisions of this Section 7, any or all of such date, convert all, but not less than all, of their outstanding Shares holder's shares of Series A F Preferred Stock into the Conversion Amount such number of fully paid and non-assessable shares of Common Shares. Stock as is equal to the product of the number of shares of Series F Preferred Stock being so converted multiplied by the quotient of (i) the Accreted Value divided by (ii) Following the Optional Trigger Dateconversion price of $0.60 per share, Holders subject to adjustment as provided in Section 7(d) below (such price as in clause (ii), the "Conversion Price"). Such conversion right shall be exercised by the surrender of Shares certificate(s) representing the shares of Series A F Preferred Stock may convert some or all of their shares by surrendering to be converted to the Corporation at any time during usual business hours at its principal place of business to be maintained by it (or such other office or at agency of the office Corporation as the Corporation may designate by notice in writing to the holders of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares shares of Series A F Preferred Stock to be convertedStock), accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock holder elects to convert such Shares in accordance with the provisions described in this Section 5(c) shares of Series F Preferred Stock and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder of or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(j) below. All certificates representing shares of Series A F Preferred Stock wishes the certificate or certificates, if any, surrendered for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed delivered to the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”)Corporation for cancellation and canceled by it. As promptly as practicable after the Optional Conversion Date with respect to surrender of any Shares shares of Series A F Preferred Stock, the Corporation shall (Asubject to compliance with the applicable provisions of federal and state securities laws) reflect deliver to the issuance holder of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (Bshares so surrendered certificate(s) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable shares of Common SharesStock into which such shares are entitled to be converted and, to the extent funds are legally available therefor, an amount equal to all accrued and unpaid dividends, if then certificatedany, payable with respect to which such shares in accordance with Section 3 above. At the Holder time of Shares the surrender of such Series A Preferred certificate(s), the Person in whose name any certificate(s) for shares of Common Stock shall be entitled. This issuable upon such conversion shall be deemed to have been made at be the close holder of business record of such shares of Common Stock on the Optional Conversion Date so such date, notwithstanding that the rights share register of the Holder of Shares of Series A Preferred Corporation shall then be closed or that the certificates representing such Common Stock as shall not then be actually delivered to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datesuch Person. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as Each share of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred StockStock shall be convertible, at their option, maythe option of the holder thereof, at any time and from time to time after such datetime, convert all, but not less than all, and without the payment of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated additional consideration by the Board of Directorsholder thereof, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of into such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable shares of Common SharesStock as is determined by dividing the Original Issue Price by the Conversion Price (as defined above) in effect at the time of conversion, subject to adjustment as provided below. (ii) In order for a holder of Preferred Stock to voluntarily convert shares of Preferred Stock into shares of Common Stock, such holder shall (a) provide written notice to the Corporation’s transfer agent at the office of the transfer agent for the Preferred Stock that such holder elects to convert all or any number of such holder’s shares of Preferred Stock and, if then applicable, any event on which such conversion is contingent and (b), if such holder’s shares are certificated, surrender the certificate or certificates for such shares of Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to which the Holder Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of Shares the alleged loss, theft or destruction of such Series A certificate), at the office of the transfer agent for the Preferred Stock. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the shares of Common Stock shall to be entitledissued. This If required by the Corporation, any certificates surrendered for conversion shall be deemed endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to have been made at the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the Optional date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such notice and, if applicable, certificates (or lost certificate affidavit and agreement) shall be the time of conversion (the “Conversion Date so Time”), and the shares of Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date. Immediately prior to the Conversion Time the Corporation shall pay all of the Accruing Dividends on the Preferred Stock being converted voluntarily by the holder that are accrued and unpaid as of such Conversion Time by, either, at the option of the Corporation: (i) issuing additional Preferred Stock to such holder (valuing such additional Preferred Stock at the Original Issue Price), which additional Preferred Stock shall also be voluntarily converted into shares of Common Stock as if included in the notice provided by the holder using the then in effect Conversion Price, or (ii) paying cash. The Corporation shall, as soon as practicable after the Conversion Time issue and deliver to such holder of Preferred Stock, or to his, her or its nominees the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof. Such converted Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly. Any shares of Preferred Stock not converted shall remain outstanding and continue to have all of the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A such Preferred Stock.

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (i) If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger a "Conversion Date”"), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the issuance form attached hereto as Exhibit II (the "Conversion Notice") to the Company and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, instruct such Transfer Agent to credit such aggregate number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on to the stock records Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the CorporationHolder or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Shares to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This If this Debenture is physically surrendered for conversion shall be deemed to have been made at and the close outstanding Principal of business on this Debenture is greater than the Optional Conversion Date so that the rights Principal portion of the Holder Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of Shares of Series A Preferred Stock as this Debenture and at its own expense, issue and deliver to the shares being converted shall cease except for holder a new Debenture representing the right to receive the conversion value, and the person outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.Shares

Optional Conversion. (ia) If Upon and subject to the Initial Listing has not occurred as of March __terms and conditions set out in this Section 5.1, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, mayC Holders shall have the right, at any time and from time to time after such datetime, to convert all, but not less than all, all or any part of their outstanding Series C Preferred Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, 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. (b) The conversion right provided for in Section 5.1(a) may be exercised by any Series C Holder by delivery of a notice in writing (the “Conversion Notice”), together with the certificate or certificates representing the Series C Preferred Shares in respect of which the Series C Holder wishes to exercise its right of conversion and delivering such certificate or certificates to the Secretary of the Corporation at the Corporation’s registered office. The Conversion Notice shall be signed by such holder or by its duly authorized attorney or agent and shall specify the number of Series C Preferred Shares which the Series C Holder desires to have converted. If less than all the Series C Preferred Shares represented by a certificate or certificates are to be converted, the Series C Holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Series C Preferred Shares represented by the surrendered certificate or certificates that are not to be converted. (c) 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, if then certificated, to which the Holder transfer form on the back of Shares of such Series A Preferred Stock the certificates in question shall be entitled. This conversion endorsed by the registered holder of the Series C Preferred Shares or its duly authorized attorney or agent. (d) Each Series C Holder who elects to convert its Series C Preferred Shares, in whole or in part (or any other person or persons in whose name or names any certificates representing Common Shares are issued as provided in Section 5.1(c)), shall be deemed to have been made at become the close holder of business on the Optional Conversion Date so that the rights record of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated into which such Series C Preferred Shares are converted, for all purposes purposes, on the date of receipt by the Corporation of a duly completed Conversion Notice and the certificate or certificates representing the Series C Preferred Shares to be converted as having become provided in Section 5.1(b) and, effective as of such date, the record Series C Holder shall cease to be registered as the holder of those Common Shares at that time on that date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect record of the Series A C Preferred Stock represented by a global stock certificate of the Series A Preferred StockShares so converted.

Optional Conversion. (iA) If Subject to and in compliance with the Initial Listing provisions of this Article 6.1, any Series A Preferred Share may, at the option of the holder, be converted at any time into fully-paid and non-assessable Common Shares based on the then-effective Conversion Price; provided that no Series A Preferred Share shall be convertible under this paragraph (a) if both of the following are true: (a) any part of the Conversion Redemption Amount (as defined below) associated with conversion of such Series A Preferred Share requires payment out of the capital of the Company other than from available profits or the proceeds of any fresh issue of shares made for purposes of such payment and (b) following the date on which the conversion is to be effected the Company would be unable to pay its debts as they fall due in the ordinary course of business. (B) The holder of any Series A Preferred Shares who desires to convert such shares into Common Shares shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Series A Preferred Shares, and shall give written notice to the Company at such office that such holder has not occurred as of March __, 2020 (elected to convert such shares. Such notice shall state the “Optional Trigger Date”), then, holders of Shares number of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directorsbeing converted. Thereupon, the Company shall promptly issue and deliver to such holder at such office a certificate or certificates, if any, certificates for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder holder is entitled. No fractional Common Shares shall be issued upon conversion of Shares of the Series A Preferred Stock shall be entitled on the stock records of the CorporationShares, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, Shares to which the Holder be so issued to a holder of Shares of such converting Series A Preferred Stock Shares (after aggregating all fractional Common Shares that would be issued to such holder) shall be entitledrounded to the nearest whole share (with one-half being rounded upward). This Such conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of Shares of the certificates representing the Series A Preferred Stock as Shares to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as having become the record holder of those such Common Shares at that time on that such date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (i) If the Initial Listing has not occurred as Each whole share of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of this Series A Preferred Stockmay be ------------------- converted, at their option, maythe option of the holder, at any time and from time to time after such datetime, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount fully-paid and non-assessable shares of Common Shares. (ii) Following the Optional Trigger DateStock; provided, Holders of Shares of Series A Preferred Stock may a holder's right to so convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes shall terminate as to shares thereof that are redeemed by the certificate Corporation on the redemption date therefor as provided in and subject to the terms and conditions of paragraph 7 hereof. The number of shares of Common Stock to which the holder of each share of this Series shall be entitled upon conversion shall be the product obtained by multiplying the number of whole shares of this Series to be converted by the Conversion Rate. The "Conversion Price" shall be $2.25 [or if the offering price is lower, such lower amount] initially, subject to adjustment as provided in paragraph 5(e). The "Conversion Rate" shall be determined by dividing the sum of $2.25 [or if the offering price is lower, such lower amount] plus all accrued and unpaid dividends by the Conversion Price. (ii) A holder of shares of this Series desiring to convert all or a portion of the whole shares of this Series owned by such holder shall give written notice thereof to the Corporation. Such notice shall be accompanied by certificates, duly endorsed for conversion, evidencing the number of whole shares of this Series such holder desires to convert, together with cash, if any, required by subparagraph 5(c) hereof. The Corporation will, as soon as practicable thereafter, deliver to such holder or to such holder's nominee or nominees, a certificate or certificates for the appropriate number of shares of Common Shares Stock, together with cash, as provided in subparagraph 5(d), with respect to be issuedany fractional shares otherwise issuable upon conversion and, in the event of a partial conversion, a certificate representing the balance, if certificated. The date on which any, of the Corporation has received all whole shares of this Series represented by the surrendered certificate or certificates but not converted to Common Stock. (iii) If a holder has delivered notice to the Corporation of its desire to convert all or a portion of its shares of this Series, and certificates, duly endorsed for conversion in respect of such shares and cash, if any, the notice relating required by subparagraph 5(c) hereof, then all shares of this Series so tendered to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at be no longer outstanding and, notwithstanding the failure of the Corporation to issue the Common Stock, such holder shall be deemed, for all purposes to be a holder of the number of shares of Common Stock into which the shares of this Series such holder is entitled to receive pursuant to the terms of this paragraph 5, in each case as of the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the date on which such conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that datenotice is delivered. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. (ia) If Subject to and in compliance with the Initial Listing has not occurred as provisions of March __this Section 5.1(a) and subject to compliance with the requirements of the Law, 2020 (the “Optional Trigger Date”), then, holders of Shares of any Series A Preferred Stock, at their option, Share may, at the option of the holder thereof, be converted at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder of shares of Series A Preferred Stock wishes the certificate or certificates, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion shall be deemed the conversion date with respect to a Share of Series A Preferred Stock (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect to any Shares of Series A Preferred Stock, the Corporation shall (A) reflect the issuance of such number of Common Shares to which the Holder of Shares of Series A Preferred Stock shall be entitled on the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully fully-paid and non-assessable Common Ordinary Shares based on the then-effective Series A Conversion Price. (b) The holder of any Series A Preferred Shares who desires to convert such shares into Ordinary Shares shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Series A Preferred Shares, if then certificatedand shall give written notice to the Company at such office that such holder has elected to convert such shares. Such notice shall state the number of Series A Preferred Shares being converted. Thereupon, the Company shall promptly issue and deliver to such holder at such office a certificate or certificates for the number of Ordinary Shares to which the Holder holder is entitled. No fractional Ordinary Shares shall be issued upon conversion of the Series A Preferred Shares, and the number of Ordinary Shares to be so issued to a holder of Series A Preferred Shares upon the conversion of such Series A Preferred Stock Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be entitledrounded to the nearest whole share (with one-half being rounded upward). This Such conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights date of the Holder surrender of Shares of the certificates representing the Series A Preferred Stock as Shares to the shares being converted shall cease except for the right to receive the conversion valuebe converted, and the person entitled to receive the Common Ordinary Shares issuable upon such conversion shall be treated for all purposes as having become the record holder of those Common such Ordinary Shares at that time on that such date. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. At any time on or prior to the Maturity Date each Investor will have the option to convert all or a portion of the entire principal amount of the Notes outstanding into Common Stock immediately upon the Investor’s request; provided, however, that if, at the time of any particular conversion, the Company does not have the number of authorized shares of Common Stock sufficient to allow for such conversion, the Investors may only convert that portion of their Notes outstanding for which the Company has a sufficient number of authorized shares of Common Stock. To the extent multiple Investors, under the Note Purchase Agreement, the 2007 Note Purchase Agreement (ias defined in the Note Purchase Agreement), or both, request conversion of their Notes on the same date, any limitations on conversion shall be applied on a pro rata basis. In such case, the Investors may request, in writing, that the Company call a special meeting of the stockholders of the Company specifically for the purpose of increasing the number of authorized shares of Common Stock to cover the remaining portion of the Notes outstanding, as well as the maximum issuances contemplated pursuant to the Company’s 2004 Equity Compensation Plan, within 90 calendar days after the Company’s receipt of the Investors’ written request. Notwithstanding the above, the Company shall use its best efforts to increase its number of authorized shares so as to allow for the full conversion of any outstanding Notes on the earlier of: (1) promptly after the date on which a request for conversion, for which there are not sufficient shares available to effect such conversion, is received by the Company, or (2) the time of the next shareholder meeting. The number of shares of Common Stock that this Note may be converted into shall be determined by dividing the principal amount then outstanding by the Conversion Price at the time of conversion. If the Initial Listing has not occurred as of March __, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares. (ii) Following the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all of their shares by surrendering to the Corporation at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or certificates, if any, for the Shares of Series A Preferred Stock to be converted, accompanied by a written notice stating that the Holder of Shares of Series A Preferred Stock Investor elects to convert such Shares in accordance this Note on demand, it shall provide the Company with written notice of its election at least one (1) day prior to the provisions described in date selected for conversion, by submission of the notice of conversion attached as Exhibit A hereto. Upon conversion, the Investor shall deliver to the Company the original of this Section 5(c) Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and specifying an agreement reasonably acceptableto the name or names in which Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note). However, upon such conversion of shares of Series A Preferred Stock wishes the certificate or certificatesthis Note, if any, for the Common Shares to be issued, if certificated. The date on which the Corporation has received all of the surrendered certificate or certificates, if any, the notice relating to the conversion this Note shall be deemed converted and of no further force and effect, whether or not the conversion date with respect Note is delivered for cancellation as set forth in the preceding sentence. If there shall occur a Change of Control, the Company shall give written notice to a Share of Series A Preferred Stock the Investor at least five (the “Optional Conversion Date”). As promptly as practicable after the Optional Conversion Date with respect 5) days prior to any Shares of Series A Preferred Stock, closing thereof and the Corporation shall (A) reflect the issuance of such number of Common Shares Investor’s election to which the Holder of Shares of Series A Preferred Stock convert this Note shall be entitled on conditional upon the stock records of the Corporation, and (B) deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, to which the Holder of Shares of such Series A Preferred Stock shall be entitled. This conversion shall be deemed to have been made at the close of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time on that dateconsummation thereof. (iii) In lieu of the foregoing procedures, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series A Preferred Stock represented by a global stock certificate of the Series A Preferred Stock.

Optional Conversion. To convert any Conversion Amount into shares of Conversion Stock on any date (ieach date on which the applicable requirements set forth in clause (A) If the Initial Listing has not occurred as of March __below shall have been satisfied, 2020 (the a “Optional Trigger Conversion Date”), theneach applicable Class B Lender shall (A) transmit by facsimile or electronic mail (or otherwise deliver), holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time for delivery on or prior to time after 5:00 p.m. (New York City time) on such date, convert alla copy of an executed notice of conversion in the form attached hereto as Exhibit I (a “Conversion Notice”) to the Parent Entity and (B) if Notes have been issued and if required by Section 1(c)(iv), but not less than allwithout delaying the Parent Entity’s obligation to deliver shares of Conversion Stock on the applicable Share Delivery Date (as defined below), of their outstanding Shares of Series A Preferred Stock into surrender any Notes representing the Conversion Amount of Common Shares. to be converted to a common carrier for delivery to the Parent Entity as soon as practicable on or following such date (ii) Following or an affidavit with respect to such Notes in the Optional Trigger Date, Holders of Shares of Series A Preferred Stock may convert some or all case of their shares by surrendering to the Corporation at its principal office loss, theft, destruction or at the office of its transfer agent, mutilation together with such security or indemnity as may be designated required by the Board Company to save it harmless from any loss, claim, liability, cost or expense caused by or connected with such conversion). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of Directorsguarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Business Day following the date of delivery of a Conversion Notice, the certificate Parent Entity shall transmit by facsimile or certificates, if any, electronic mail a confirmation of receipt of such Conversion Notice to the applicable Class B Lenders and the Parent Entity’s transfer agent for the Shares of Series A Preferred Common Stock (the “Transfer Agent”). The Parent Entity shall use commercially reasonable efforts to be converted, accompanied by a written notice stating that issue in uncertificated book-entry form the Holder of Shares of Series A Preferred Stock elects to convert such Shares in accordance with the provisions described in this Section 5(c) and specifying the name or names in which the holder number of shares of Series A Preferred Conversion Stock wishes to which the certificate Class B Lenders shall be entitled on or certificates, if any, for before the Common Shares to be issued, if certificated. The third (3rd) Business Day following the date on which the Corporation has received all of the surrendered certificate or certificatesRequired Class B Lenders pursuant to Section 1(a), if any, the notice relating have delivered Conversion Notices to the conversion shall be deemed the conversion date with respect to Parent Entity (a “Share of Series A Preferred Stock (the “Optional Conversion Delivery Date”), subject to adjustment as provided in Section 1(c)(ii), and evidence thereof shall be promptly delivered by the Transfer Agent to the applicable Class B Lenders. As promptly as practicable after the Optional Conversion Date with respect to If requested by any Shares of Series A Preferred StockClass B Lender, the Corporation Parent Entity shall (A) reflect issue and deliver to the issuance of such number of Common Shares to which applicable address as specified in the Holder of Shares of Series A Preferred Stock shall be entitled on Conversion Notice, a certificate, registered in the stock records name of the Corporationapplicable Class B Lender or its designee, and (B) deliver or cause to be delivered (i) certificates representing for the number of validly issued, fully paid and non-assessable Common Shares, if then certificated, shares of Conversion Stock to which the Holder of Shares of such Series A Preferred Stock Class B Lender shall be entitled. This Any certificate representing shares of Conversion Stock, or any shares of Conversion Stock issued in book-entry form, shall bear, in addition to any other legends as may be required by law or by the Transfer Agent, the legend set forth below, in the case of certificates, or notation to a similar effect on the stock register, in the case of book-entry shares. If any Note that has been issued is physically surrendered for conversion shall be deemed to have been made as required by Section 1(c)(iv) and the outstanding principal of all Notes surrendered is greater than the principal portion of the Conversion Amount being converted, then the Parent Entity shall, at the close applicable Class B Lenders’ request, as soon as practicable and in no event later than three (3) Business Days after delivery of business on the Optional Conversion Date so that the rights of the Holder of Shares of Series A Preferred Stock as such Note(s) and at its own expense, issue and deliver to the shares being converted shall cease except for applicable Class B Lender a new Note or Notes (in accordance with Section 11) representing the right to receive the conversion value, and the person outstanding principal not converted. The Person or Persons entitled to receive the Common Shares shares of Conversion Stock pursuant to this Exhibit K shall be treated for all purposes as having become the record holder or holders of those Common Shares at that time on that date. (iii) In lieu such shares of Conversion Stock as of the foregoing proceduresClose of Business on the applicable Conversion Date, if the Series A Preferred Stock is held in global certificate form, the Holder of Shares of Series A Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect irrespective of the Series A Preferred date such shares of Conversion Stock represented by a global stock certificate are credited to such Person’s account or the date of delivery of the Series certificates evidencing such shares of Conversion Stock, as the case may be. THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A Preferred StockREGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.