Common use of Optional Conversion Clause in Contracts

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the 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 an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert (i) Subject to and upon compliance with the provisions of this Section 4, at any time after the date hereof, and from time to time, this Note shall be convertible, in whole or in part, at the option of the Holder, into duly authorized, validly issued, fully paid and nonassessable Applicable Shares at the then effective Conversion Amount into Ordinary Shares on any date Rate. (a “Conversion Date”ii) Notwithstanding anything to the contrary in subsection 4.1(a), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note, in whole or in part, at the election of the Holder pursuant to subsection 4.1(a)(i) shall surrender this Note to a nationally recognized overnight delivery service for delivery to not occur and shall be postponed until all filings under the Company (HSR Act and, if the Holder is not AOLTW or an indemnification undertaking Affiliate of AOLTW, under any Other Investment Laws, shall have been made and any required waiting period under the HSR Act shall have expired or been terminated, in each case, with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Applicable Shares by the Holder. If at any time the Holder reasonably believes that additional filings under the HSR Act are required to be made (and any required waiting periods relating thereto to have expired or been terminated) or any approvals under any applicable Other Investment Laws, in order for the Holder to exercise any Conversion NoticeRights hereunder, then the Company shall transmit via electronic mail an acknowledgment (i) take promptly all actions necessary to make the filings required of receipt of such Conversion Notice to the Holder Company and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 its Affiliates under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the Exchange HSR Act or any other applicable law, rule or regulation and under any Other Investment Laws, (ii) comply at the earliest practicable date with any request for additional information received by the settlement Company or its Affiliates from the Federal Trade Commission or the Antitrust Division of a trade initiated on the applicable Conversion Date Department of such Ordinary Shares issuable Justice pursuant to the HSR Act and any non-U.S. Governmental Authority pursuant to any applicable Other Investment Laws and (iii) promptly cooperate with the Holder in connection with the Holder's preparation of any necessary filings or submissions under the HSR Act and under any Other Investment Laws, and in connection with resolving any investigation or other regulatory inquiry concerning the transactions contemplated by the Agreement and the Notes commenced by either the Federal Trade Commission or the Antitrust Division of the Department of Justice or state attorneys general and any such Conversion Notice) (the “Share Delivery Deadline”), the non-U.S. Governmental Authority pursuant to any applicable Other Investment Laws. The Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”)also, credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue make additional filings under the HSR Act and deliver (via nationally recognized overnight delivery service) to under any applicable Other Investment Laws, and again comply with the address preceding sentence as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant reasonably request from time to such conversion. If time in order to fully realize the rights and benefits under this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) Agreement and the outstanding Principal 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 two Notes. (2iii) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in subsection 4.1(a), conversion of this Note Note, in whole or in part, into Applicable Shares at the Registration Rights Agreement (as defined election of the Holder pursuant to subsection 4.1(a)(i) shall not occur and shall be postponed to the extent that after such conversion, the aggregate number of Applicable Shares outstanding will exceed the authorized number of such Applicable Shares in the Securities Purchase Agreement)Certificate. In such event, within five any conversion of this Note, in whole or in part, into Applicable Shares pursuant to subsection 4.1(a)(i) shall be postponed until the authorized number of such Applicable Shares is sufficient to complete any such conversion of this Note. (5iv) days after In the effective date event at any time the Conversion Rights of the Registration Statement Holder may be limited in any way (as defined in the Registration Rights Agreementincluding, without limitation, under subsection 4.1(a)(ii) or subsection 4.1(a)(iii)), the Company shall shall, in addition to its obligations described above, use its reasonable best efforts to take all actions necessary or advisable to cause the Transfer Agent such limitations to deliver unlegended Ordinary Shares be removed and to provide to the Holder (or the full rights and benefits of its designee) in connection with any sale of Registrable Securities (as defined in the Registration Conversion Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledhereunder.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)a) In addition to and without limiting the rights of the holder of this Option under the terms of this Option, such holder shall have the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I right (the “"Conversion Notice”Right") to convert this Option or any portion thereof into shares of Common Stock as provided in this Section 16 at any time from and after the Company. If required by Section 3(c)(iii)Effective Date and to and including the Expiration Date, 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 subject to the Company (or an indemnification undertaking restrictions set forth in Section 5. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent Option (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”"Converted Option Shares"), the Company shall (I) if deliver to the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”)holder of this Option, credit such aggregate without payment by the holder of any exercise price or any cash or other consideration, that number of Ordinary shares of Common Stock equal to the quotient obtained by dividing the Net Value (as hereinafter defined) of the Converted Option Shares to which by the Holder Market Price of a single share of Common Stock, determined in each case as of the close of business on the Conversion Date (as hereinafter defined). The "Net Value" of the Converted Option Shares shall be entitled pursuant to such conversion 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 Holder’s (or its designee’s) account contrary, the Conversion Right cannot be exercised with DTC through its Deposit/Withdrawal at Custodian system, or (II) if the Transfer Agent is not participating in FAST, respect to a number of Converted Option Shares having a Net Value below $100. No fractional shares shall be issuable upon the request exercise of the HolderConversion Right, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing if the number of Ordinary Shares shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (issued in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration Rights Agreement)foregoing formula is other than a whole number, the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares pay to the Holder holder of this Option an amount in cash equal to the fair market value of the resulting fractional share. (or its designeeb) The Conversion Right may be exercised by the holder of this Option by the surrender of this Option at the principal office of the Company together with a written statement specifying that the 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 paragraph (a) above as the Converted Option Shares) in connection exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company of this Option together with the 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 Common Stock issuable upon exercise of the Conversion Right, together with a check in payment of any sale of Registrable Securities (as defined fractional share and, in the Registration Rights Agreement) with respect case of a partial exercise, a new option evidencing the shares remaining subject to which the Holder has entered into a contract for salethis Option, and delivered a copy shall be issued as of the prospectus included as part of the particular Registration Statement Conversion Date and shall be delivered to the extent applicable, and for which holder of this Option within 7 days following the Holder has not yet settledConversion Date.

Optional Conversion. To convert Each holder of Preference Shares shall have the right, at its option, at any Conversion Amount time and from time to time, to convert, subject to the terms and provisions of this clause 13, any or all of such holder’s Preference Shares into such number of fully paid and non-assessable Ordinary Shares on any date as is equal to the product of (a “Conversion Date”i) the number of Preference Shares being so converted, multiplied by (ii) the quotient of (x) the Accreted Value, divided by (y) the Preference Share Issue Amount, subject to adjustment as provided in clause 13(f) below (such price in subclause (y), the Holder shall deliver “Conversion Price” and such quotient in subclause (whether via electronic mail or otherwiseii), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion NoticeRatio”). At the option of the Company, any accrued and unpaid dividends as of the date of conversion in respect of the Preference Shares being converted shall (i) be added to the CompanyAccreted 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. If required by Section 3(c)(iii)For the avoidance of doubt, within two (2) Trading Days following a conversion for purposes of this Notecalculating the Conversion Ratio, the Holder 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 this Note of certificate(s) evidencing the Preference Shares to a nationally recognized overnight delivery service for delivery be converted to the Company (or an indemnification undertaking with respect to this Note in the case at any time during usual business hours at its principal place of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice business (or such earlier date other office or agency of the Company as the Company may designate by notice in writing to the holders of Preference Shares), accompanied by written notice that the holder elects to convert such Preference Shares 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 or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to clause 13(1) below. All certificates evidencing Preference Shares surrendered for conversion shall be delivered to the Exchange Act or other applicable law, rule or regulation Company for cancellation and cancelled by it. As promptly as practicable after the settlement surrender of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”)any Preference Shares, the Company shall (Isubject to compliance with the applicable provisions of federal and state securities Laws) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion deliver to the Holder’s (or its designee’sholder of such Preference Shares so surrendered, certificate(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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of fully paid and non-assessable 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 shall be entitled pursuant subject to surrender of such share certificates) to reflect the conversion. If this Note is physically surrendered , the person in whose name any certificate(s) for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares shall be issuable upon such conversion of this Note shall be treated for all purposes as the holder of record holder or holders of such Ordinary Shares on such date, notwithstanding that the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended certificates evidencing such Ordinary Shares shall not then be actually delivered to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledsuch person.

Optional Conversion. To convert At the option of the Payee, at any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt time on or prior to 11:59 p.m.the Maturity Date, New York timeany amounts outstanding under this Note (or any portion thereof), on such date, may be converted into warrants to purchase shares of Class A common stock of the Maker at a copy of an executed conversion notice in the form attached hereto as Exhibit I price (the “Conversion NoticePrice”), equal to $1.00 per warrant (“Warrants”). If the Payee elects such conversion, the terms of 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 “Private Placement Warrants”) in connection with the Maker’s initial public offering that closed on August 25, 2020 (the “IPO”), including 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, subject to the Companysame adjustments applicable to the Private Placement Warrants. If required by Before this Note may be converted under this Section 3(c)(iii7(a), within two (2) Trading Days following a conversion of the Payee shall surrender this Note, duly endorsed, at the Holder office of the Maker and shall surrender state therein the amount of the unpaid principal of this Note to a nationally recognized overnight delivery service be converted and the name or names in which the certificates for delivery Warrants are to be issued (or the book-entries to be made to reflect ownership of such Warrants with the Maker’s transfer agent). The conversion shall be deemed to have been made immediately prior to the Company (or an indemnification undertaking with respect to this Note in the case close of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following business on the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt surrender of this Note and at its own expense, issue and deliver to the Holder (person or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons persons entitled to receive the Ordinary Shares issuable Warrants upon such conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on Warrants as of such date. Each such newly issued Warrant shall include a restricted legend that contemplates the Conversion Datesame restrictions as the Private Placement Warrants. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date The Warrants and shares of Class A common stock issuable upon exercise of the Registration Statement (as defined in the Warrants shall constitute “Registrable Securities” pursuant to that certain Amended and Restated Registration Rights Agreement), dated July 19, 2021, among the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for saleMaker, Payee and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledcertain other security holders named therein.

Optional Conversion. To convert any Conversion Amount into Ordinary Conversion Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 11:59 before 5:00 p.m., New York timeAtlanta Time, on such date, a copy of an executed notice of conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two Company and (2B) Trading Days following a conversion of this Note, the Holder shall surrender this Note to a nationally recognized overnight delivery service 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 as contemplated by Section 18(b)destruction). On or before the first second (1st2nd) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second third (2nd3rd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall shall: (Ix) if provided that (1) the Transfer Agent is participating in The the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program and (“FAST”)2) the Registration Condition is satisfied, credit such aggregate number of Ordinary Conversion Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s (or its designee’s) balance account with DTC through its Deposit/Withdrawal at Custodian system, system or (IIy) if the Transfer Agent is not participating in FAST, upon the request of DTC Fast Automated Securities Transfer Program or if the HolderRegistration Condition is not satisfied, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee)Holder, evidencing for the number of Ordinary Conversion Shares to which the Holder shall be entitled pursuant entitled, provided, however, that such certificate shall bear the following restrictive legend: Notwithstanding anything herein to such conversion. If the contrary, the Company shall not be obligated to issue any Conversion Shares until this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) 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. If the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, shall as soon as practicable, practicable and in no event later than two four (24) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d14(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledShares.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)a) In addition to and without limiting the rights of the holder of this Option under the terms of this Option, such holder shall have the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I right (the “"Conversion Notice”Right") to convert this Option or any portion thereof into shares of Common Stock as provided in this Section 14 at any time from and after the Company. If required by Section 3(c)(iii)Effective Date and to and including the Expiration Date, 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 subject to the Company (or an indemnification undertaking restrictions set forth in Section 4. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent Option (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”"Converted Option Shares"), the Company shall (I) if deliver to the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”)holder of this Option, credit such aggregate without payment by the holder of any exercise price or any cash or other consideration, that number of Ordinary shares of Common Stock equal to the quotient obtained by dividing the Net Value (as hereinafter defined) of the Converted Option Shares to which by the Holder Market Price of a single share of Common Stock, determined in each case as of the close of business on the Conversion Date (as hereinafter defined). The "Net Value" of the Converted Option Shares shall be entitled pursuant to such conversion 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 Holder’s (or its designee’s) account contrary, the Conversion Right cannot be exercised with DTC through its Deposit/Withdrawal at Custodian system, or (II) if the Transfer Agent is not participating in FAST, respect to a number of Converted Option Shares having a Net Value below $100. No fractional shares shall be issuable upon the request exercise of the HolderConversion Right, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing if the number of Ordinary Shares shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (issued in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration Rights Agreement)foregoing formula is other than a whole number, the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares pay to the Holder holder of this Option an amount in cash equal to the fair market value of the resulting fractional share. (or its designeeb) The Conversion Right may be exercised by the holder of this Option by the surrender of this Option at the principal office of the Company together with a written statement specifying that the 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 paragraph (a) above as the Converted Option Shares) in connection exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company of this Option together with the 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 Common Stock issuable upon exercise of the Conversion Right, together with a check in payment of any sale of Registrable Securities (as defined fractional share and, in the Registration Rights Agreement) with respect case of a partial exercise, a new option evidencing the shares remaining subject to which the Holder has entered into a contract for salethis Option, and delivered a copy shall be issued as of the prospectus included as part of the particular Registration Statement Conversion Date and shall be delivered to the extent applicable, and for which holder of this Option within 7 days following the Holder has not yet settledConversion Date.

Optional Conversion. To convert Each share of Series B Preferred Stock may be converted at any Conversion Amount time from and after the Initial Issuance Date, at the option of the holder thereof, in the manner hereinafter provided, into Ordinary Shares fully-paid and nonassessable shares of Common Stock, provided, however, that on any date (a “Conversion Date”)redemption of any Series B Preferred Stock or any liquidation of the Corporation, the Holder right of conversion shall deliver (whether via electronic mail terminate at the close of business on the date fixed for such redemption or otherwise), for receipt the payment of any amounts distributable on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) liquidation to the Company. If required by Section 3(c)(iii)holders of Series B Preferred Stock, 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 an indemnification undertaking with respect to this Note in as the case may be (unless the Corporation defaults upon the payment due upon such redemption or liquidation). (a) The applicable conversion rate ("Conversion Rate") and conversion price ("Conversion Price") of its loss, theft or destruction the Series B Preferred Stock from time to time in effect is subject to adjustment as contemplated by Section 18(b))hereinafter provided. On or before the first (1st) Trading Day following the date of receipt of a The initial Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder Rate shall be entitled pursuant to such conversion to the 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 500 shares of the Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name Common Stock for each one share of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically Series B Preferred Stock surrendered for conversion pursuant to representing an initial Conversion Price (for purposes of Section 3(c)(iii6) and the outstanding Principal is greater than the Principal portion of $10.00 per share of Common Stock. Exercise of the Conversion Amount 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. In the event any such accrued but unpaid dividends are not paid at the time of such conversion, then interest on the Company shallunpaid amount of such dividends shall continue to accrue at the rate of 12% per annum, as soon as practicablecompounded quarterly, and 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 no event later than two (2) Business Days after receipt lieu thereof. If any fraction of a share of Common Stock would, except for the provisions of this Note and at its own expenseparagraph (b), issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares be issuable upon conversion of this Note any Series B Preferred Stock, the Corporation shall in lieu thereof pay to the person entitled thereto an amount in cash equal to such fraction multiplied by the Market Price of one share of Common Stock, calculated to the nearest one-hundredth (1/100) of a share. (c) Whenever the Conversion Rate and Conversion Price shall be treated adjusted as provided in Section 6 hereof, the Corporation shall forthwith file at each office designated for all purposes as 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 holder of Series B Preferred Stock at his or holders of such Ordinary Shares its address appearing on the Conversion Datestock register. Notwithstanding anything If such notice relates to the contrary contained an adjustment resulting from an event referred to in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreementparagraph 6(g), within five (5) days after the effective date of the Registration Statement (as defined in the Registration Rights Agreement), the Company such notice shall cause the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus be included as part of the particular Registration Statement notice required to be mailed and published under the provisions of paragraph 6(g) hereof. (d) In 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 extent applicableprincipal office of the transfer agent for the Series B Preferred Stock (or if no transfer agent is at the time appointed, then the Corporation at its principal office), and for shall give written notice to the Corporation at such office that the holder elects to convert the Series B Preferred Stock represented by such certificates, or any number thereof. Such notice shall also state the name or names (with address) in which the Holder has 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 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 yet settledbe 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. To convert (i) The holders of the Series F CCPS shall severally have the right, at any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)time and from time to time at their sole option after their issuance, to require the Holder shall deliver (whether via electronic mail or otherwise)Company, for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion by written notice in the form attached hereto as Exhibit I (the “Conversion Notice”) ), to convert their respective Series F CCPS into Equity Shares of the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion A copy of this Note, the Holder Conversion Notice shall surrender this Note to a nationally recognized overnight delivery service for delivery also be sent to the Company Sponsors, Proparco, Helion, FC, DEG and IFC. In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1sttwenty one) Trading Day following days from the date of the Conversion Notice. The Series F CCPS will be convertible into Equity Shares of the Company at a conversion ratios of 1:1 (the “Conversion Factor”), without being required to pay any amount for such conversion. However, if the holders of Series F CCPS are unable to receive amounts equal to their entitlements under the provisions of the Agreement (as amended from time to time) dealing with Liquidation Event A in the Company, Drag right of the Investor, Drag right of IFC, DEG and Proparco and Buy back of Equity Securities (as applicable) on the basis of the Conversion Factor of 1:1 due to pricing restrictions under applicable Law, then each Series F CCPS shall be converted at such higher conversion ratio that will permit the holders of Series F CCPS to receive the amounts that they are entitled under the provisions of Agreement (as amended from time to time) dealing with Liquidation Event A in the Company, Drag right of the Investor, Drag right of IFC, DEG and Proparco and Buy back of Equity Securities as applicable; in which event the term ‘Conversion Factor’ shall be reckoned accordingly. For avoidance of doubts, the holders of Series F CCPS shall not be entitled to any proceeds over and above their entitlements under the provisions of Agreement (as amended from time to time) dealing with Liquidation Event A in the Company, Drag right of the Investor, Drag right of IFC, DEG and Proparco and Buy back of Equity Securities, irrespective of the Conversion Factor. (ii) The Conversion Notice shall be dated and shall set forth: (a) The number of Series F CCPS in respect of which the holders of the Series F CCPS are exercising their right to conversion in accordance with this paragraph 5.2; and (b) The number of Equity Shares of the Company that the Series F CCPS shall convert into. (iii) Upon receipt of a the Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to effect the Holder and the Company’s transfer agent following: (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”a) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement Convening of a trade initiated on meeting of the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”)Board, in which meeting the Company shall approve the following: (IA) if The conversion of the Transfer Agent is participating in relevant Series F CCPS; (B) The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit cancellation of the share certificates representing such aggregate number of Ordinary the Series F CCPS; and (C) The issuance and allotment of such number of Equity Shares to which the Holder shall be entitled pursuant to such conversion to the 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 HolderCompany that the Series F CCPS shall convert into, issue and deliver (via nationally recognized overnight delivery service) to the address in each case, as specified are mentioned in the Conversion Notice, a certificate, registered ; (b) Issuance of duly stamped share certificates to the holders of the Series F CCPS to evidence such holders of the Series F CCPS as the owners of the shares issued upon conversion of their respective Series F CCPS as are mentioned in the name Conversion Notice; (c) Updating its register of members to reflect the holders of the Holder Series F CCPS as the owners of the shares issued pursuant to the conversion of the relevant Series F CCPS as mentioned in the Conversion Notice; (or its designee), evidencing d) Filing with the number jurisdictional Registrar of Ordinary Shares Companies of prescribed forms in respect of allotment of the shares to which the Holder shall be entitled holders of the Series F CCPS pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal is greater than the Principal portion holders of 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 Holder (or its designee) a new Note (Series F CCPS exercising their rights in accordance with Section 18(d)paragraph 5.1 and shall provide the holders of the Series F CCPS with certified true copies of prescribed forms duly filed with the jurisdictional Registrar of Companies along with the receipt in respect of such forms; and (e) The Company and the Sponsors shall do all such acts and deeds as may be necessary to give effect to the provisions of this paragraph 5, including without limitation, convening a meeting of the Board to approve the splitting of the share certificates representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledSeries F CCPS.

Optional Conversion. To convert (a) In addition to and without limiting the right of any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)Warrantholder under the terms of this Warrant, the Holder Warrantholder shall deliver have the right (whether via electronic mail the "Conversion Right") to convert this Warrant or otherwise), for receipt on any portion thereof into Securities as provided in this Section 10 at any time or from time-to-time after the first anniversary of the date hereof and prior to 11:59 p.m., New York time, on such date, a copy its expiration. Upon exercise of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the 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 an indemnification undertaking Right with respect to a particular number of Units subject to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent Warrant (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”"Converted Securities"), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion holder of this Note shall be treated for all purposes as Warrant, without payment by the record holder of any exercise price or holders any cash or other consideration, that number of such Ordinary Shares on the Conversion Date. Notwithstanding anything Units equal to the contrary contained in this Note or quotient obtained by dividing the Registration Rights Agreement Net Value (as hereinafter defined) of the Converted Securities by the sum of the fair market value (as defined in the Securities Purchase Agreement)paragraph (c) below) of one share of Common Stock plus one Unit Warrant, within five (5) days after the effective date determined in each case as of the Registration Statement close of business on the Conversion Date (as defined hereinafter defined). The "Net Value" of the Converted Securities shall be determined by subtracting the aggregate Exercise Price of the Converted Securities from the aggregate fair market value of the Converted Securities. Notwithstanding anything in this Section 10 to the Registration Rights Agreement)contrary, the Conversion Right cannot be exercised with respect to a number of Converted Securities having a Net Value below $100. No fractional shares shall be issuable upon exercise of the 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 cause the Transfer Agent to deliver unlegended Ordinary Shares pay to the Holder (or its designee) holder of this Warrant an amount in connection with any sale of Registrable Securities (as defined in cash equal to the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy fair market value of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledresulting fractional share.

Optional Conversion. To convert (a) In addition to and without limiting the right of any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)Warrantholder under the terms of this Warrant, the Holder Warrantholder shall deliver have the right (whether via electronic mail the "Conversion Right") to convert this Warrant or otherwise), for receipt on any portion thereof into Securities as provided in this Section 10 at any time or from time-to-time after the first anniversary of the date hereof and prior to 11:59 p.m., New York time, on such date, a copy its expiration. Upon exercise of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the 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 an indemnification undertaking Right with respect to a particular number of Units subject to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent Warrant (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”"Converted Securities"), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion holder of this Note shall be treated for all purposes as Warrant, without payment by the record holder of any exercise price or holders any cash or other consideration, that number of such Ordinary Shares on the Conversion Date. Notwithstanding anything Units equal to the contrary contained in this Note or quotient obtained by dividing the Registration Rights Agreement Net Value (as hereinafter defined) of the Converted Securities by the sum of the fair market value (as defined in the Securities Purchase Agreement)paragraph (c) below) of a single share of Common Stock plus a single Unit Warrant, within five (5) days after the effective date determined in each case as of the Registration Statement close of business on the Conversion Date (as defined hereinafter defined). The "Net Value" of the Converted Securities shall be determined by subtracting the aggregate Exercise Price of the Converted Securities from the aggregate fair market value of the Converted Securities. Notwithstanding anything in this Section 10 to the Registration Rights Agreement)contrary, the Conversion Right cannot be exercised with respect to a number of Converted Securities having a Net Value below $100. No fractional shares shall be issuable upon exercise of the 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 cause the Transfer Agent to deliver unlegended Ordinary Shares pay to the Holder (or its designee) holder of this Warrant an amount in connection with any sale of Registrable Securities (as defined in cash equal to the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy fair market value of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledresulting fractional share.

Optional Conversion. To convert (a) At the option of the Payee, at any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or time prior to 11:59 p.m., New York time, on such date, a copy payment in full of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion unpaid principal balance of this Note, the Holder shall surrender Payee may elect to convert all or any portion of the unpaid principal balance of this Note to into a nationally recognized overnight delivery service for delivery to number of shares of common stock of the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent Maker (the “Transfer AgentCommon Stock”) equal to: (i) the portion of the unpaid principal amount of the Note being converted pursuant to this Section 3, divided by (ii) $________ (the “Conversion Price”). (b) Upon any complete or partial conversion of the unpaid principal amount of this Note (i) such unpaid principal amount shall be so converted and such converted portion of this Note shall be deemed to have been 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 instruct cash equal to the Transfer Agent to process such Cash Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statementAmount. On or before the second (2nd) Trading Day following If the date on which the Company has received 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 Conversion Notice (or such earlier date as required fee in the amount equal to the interest that would have become due and payable pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated Section 2 hereof on the applicable 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 Date), upon the request of the Payee, credit such Ordinary Shares issuable aggregate number of shares of Common Stock to which the Payee is entitled pursuant to such Conversion Notice) (exercise to the “Share Delivery Deadline”), the Company shall (I) if the Transfer Agent is participating in Payee’s or its designee’s balance account with The Depository Trust Company’s 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 “FASTFAST Program”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holdercertificates are required to bear a legend regarding restriction on transferability, issue and deliver (via nationally recognized dispatch by overnight delivery service) to the address as specified in the Conversion Noticecourier, a certificate, registered in the Maker’s share register in the name of the Holder (Payee or its designee), evidencing for the number of Ordinary Shares shares of Common Stock to which the Holder shall be Payee is entitled pursuant to such conversionexercise. 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 this Note is physically surrendered for conversion 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)(iii3(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 Conversion 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 Payee shall pay any transfer taxes resulting from any transfer requested by the Payee in connection with any such conversion. (g) Notwithstanding anything herein to the contrary, the Maker shall not effect any conversion of this Note, and the Payee shall not have the right to convert any portion of this Note, to the extent that, the Payee (together with the Payee’s affiliates, and any other person whose beneficial ownership of Common Stock would be aggregated with the 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 outstanding Principal is greater than the Principal portion applicable regulations of the Conversion Amount being convertedCommission, then including any “group” of which the Company shallPayee is a member (the foregoing, 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 Holder (or its designee) a new Note (in accordance with Section 18(d“Attribution Parties”)) representing would beneficially own a number of shares of Common Stock in excess of the outstanding Principal not convertedBeneficial Ownership Limitation (as defined below). The Person or Persons entitled to receive For purposes of the Ordinary Shares 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 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 treated calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Commission. In addition, for all 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 record holder case may be, (B) a more recent public announcement by the Maker that is filed with the Commission, or holders of such Ordinary Shares on (C) a more recent notice by the Conversion Date. Notwithstanding anything Maker or the Maker’s transfer agent to the contrary contained in this Note or Payee setting forth the Registration Rights Agreement (as defined in number of shares of Common Stock then outstanding. Upon the Securities Purchase Agreement), within five (5) days after the effective date written request of the Registration Statement Payee (as defined in the Registration Rights Agreementwhich may be by email), the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares Maker shall, within three (3) business days, confirm in writing to the Holder 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 designee) in connection with any sale Attribution Parties since the date as of Registrable Securities (as defined in which such number of outstanding shares of Common Stock was last publicly reported or confirmed to the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy Payee. The “Beneficial Ownership Limitation” shall initially be 4.99% of the prospectus included as part number of shares of the particular Registration Statement Common Stock outstanding immediately after giving effect to the extent applicableissuance of shares of Common Stock pursuant to Section 3(b) hereof. The Maker shall be entitled to rely on representations made to it by the Payee regarding its Beneficial Ownership Limitation. (h) 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 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. Upon such a change by the Payee of the Beneficial Ownership Limitation, the 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 a Fundamental Change, the Payee may waive and/or change the Beneficial Ownership Limitation effective immediately upon written notice to the Maker and for which may reinstitute the Holder has not yet settledBeneficial Ownership Limitation at any time thereafter effective immediately upon written notice to the Maker.

Optional Conversion. To At any time prior to the earlier date to occur of (a) the Maturity Date and the (b) Termination Date: (a) Holder may convert all or any portion of the then outstanding Note Balance into fully paid common shares in the capital of Maker (“Common Shares”), based on a conversion price of US$10.00 per Common Share (the “Conversion Amount Price”). Before Holder shall be entitled to convert this Note into Ordinary Common Shares, it shall surrender this Note (or a notice to the 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 corporate office of the election to convert the same pursuant to this Section 5, and shall state therein the amount of the outstanding Note Balance of this Note to be converted. The date on which Holder satisfies the foregoing requirements is the “Conversion Date.” As soon as practicable after the Conversion Date and in any event within five (5) Business Days thereof, Maker shall deliver to Holder a certificate for or a book-entry notation of the number of whole Common Shares issuable upon the conversion. (b) Holder shall be deemed to be a shareholder of record on the Conversion Date; provided that no surrender of this Note on any date (a “Conversion Date”), when the Holder share transfer books of Maker shall deliver (whether via electronic mail or otherwise), for receipt on or prior be closed shall be effective to 11:59 p.m., New York time, constitute the person entitled to receive the Common Shares upon such conversion as the record holder of such Common Shares on such date, a copy 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 the close of an executed conversion notice in business on the form attached hereto as Exhibit I next succeeding day on which such share transfer books are open (the “Conversion Notice”) subject to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion other provisions of this Note, the Holder shall Section 5). (c) Upon surrender of this Note if converted in part, Maker shall execute and deliver to Holder a nationally recognized overnight delivery service for delivery new Note equal in principal amount to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal is greater than the Principal unconverted portion of the Conversion Amount being converted, then the Company shall, as soon as practicable, and in no event later than two Note surrendered. (2d) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary All Common Shares issuable delivered upon conversion of this Note shall be treated for 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 purposes as of the record holder 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 holders change of such Ordinary Shares on 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 Conversion Date. Notwithstanding anything continuing corporation and which does not result in any reclassification of, or change in, outstanding Common Shares; or (iii) any sale or conveyance of all or substantially all of the assets or property of Maker; then Holder shall have the right to the contrary contained in convert 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 the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date conveyance by a holder of the Registration Statement (as defined in the Registration Rights Agreement)number of Common Shares deliverable upon conversion of this Note immediately prior to such reclassification, the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (change, consolidation, merger, share exchange, sale or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledconveyance.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)a) In addition to and without limiting the rights of the holder of this Warrant under the terms of this Warrant, the Holder holder of this Warrant shall deliver have the right (whether via electronic mail the "Conversion Right") to convert this Warrant or otherwise)any portion thereof into shares of Common Stock as provided in this paragraph 10 at any time, for receipt on or from time to time, after the first anniversary of the date hereof and prior to 11:59 p.m.its expiration, New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) subject to the Companyrestrictions set forth in paragraph (c) below. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion Upon exercise of this Note, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking Conversion Right with respect to a particular number of shares subject to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent Warrant (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”"Converted Warrant Shares"), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion holder of this Note shall be treated for all purposes as Warrant, without payment by the record holder of any exercise price or holders any cash or other consideration, that number of such Ordinary Shares on the Conversion Date. Notwithstanding anything shares of Common Stock equal to the contrary contained in this Note or quotient obtained by dividing the Registration Rights Agreement Net Value (as hereinafter defined) of the Converted Warrant Shares by the fair market value (as defined in the Securities Purchase Agreement)paragraph (d) below) of a single share of Common Stock, within five (5) days after the effective date determined in each case as of the Registration Statement close of business on the Conversion Date (as defined hereinafter defined). The "Net Value" of the Converted Warrant Shares shall be determined by subtracting the aggregate warrant purchase price of the Converted Warrant Shares from the aggregate fair market value of the Converted Warrant Shares. Notwithstanding anything in this paragraph 10 to the Registration Rights Agreement)contrary, the Conversion Right cannot be exercised with respect to a number of Converted Warrant Shares having a Net Value below $100. No fractional shares shall be issuable upon exercise of the 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 cause the Transfer Agent to deliver unlegended Ordinary Shares pay to the Holder (or its designee) holder of this Warrant an amount in connection with any sale of Registrable Securities (as defined in cash equal to the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy fair market value of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledresulting fractional share.

Optional Conversion. To (a) Subject to and upon compliance with the provisions of this Section 4, each Holder of this Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (including the accrued and unpaid interest thereon) at any time prior to the close of business on the second Trading Day immediately preceding the Maturity Date, at an initial conversion rate of 80 shares of Common Stock (subject to adjustment as provided in Section 6, the “Conversion Amount into Ordinary Shares Rate”) per $1,000 of principal amount of Notes and a number of shares of Common Stock equal to the Conversion Rate per $1,000 of accrued and unpaid interest on any Notes (subject to, and in accordance with, the settlement provisions of Section 4(b), an “Optional Conversion”). (b) To exercise its conversion rights in the event of an Optional Conversion, the Holder shall comply with the Applicable Procedures of the Depositary in effect at that time and, if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled pursuant to Section 4(d) and pay all transfer or similar taxes, if any, pursuant to Section 4(g). Upon compliance by such Holder with such Applicable Procedures, the electing Holder shall notify the Company of the exercise of its conversion rights with respect to such Holder’s Notes or portion thereof and if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled pursuant to Section 4(d) and pay all transfer or similar taxes, if any, pursuant to Section 4(g). (c) The Notes (or portion thereof) shall be deemed to have been converted immediately prior to the close of business on the date (a the “Conversion Date”), ) that the Holder has complied with the requirements set out in Section 4(b) above. The Company shall deliver the shares of Common Stock (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”book entry form) to the 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 an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designeeassigns at the appropriate Conversion Rate, subject to adjustment in accordance with Section 7 no later than the second Trading Day following the applicable Conversion Date (the “Share Delivery Date”). No fractional shares shall be issued upon an Optional Conversion. Any shares of Common Stock to be issued upon an Optional Conversion shall be rounded down to the nearest whole share. Upon the conversion in full or in part of this Note into Common Stock of the Company pursuant to the terms hereof, evidencing the number in lieu of Ordinary Shares any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder an amount in cash equal to such fraction multiplied by the price at which this Note converts, which amount shall be entitled pursuant payable at the same time as delivery of the shares of Common Stock issuable to the Holder in accordance with this Section 4. In addition, to the extent the Holder has converted only a portion of the outstanding principal amount of this Note and such Notes are not then in book entry form in accordance with Section 1.4 of Annex A, a replacement Note for the outstanding principal amount of the Note not converted will be delivered to the Holder at the same time as the delivery of any shares of Common Stock issuable in accordance with this Section 4. (d) The Company’s settlement of the Optional Conversion shall be deemed to satisfy in full its obligation to pay the principal amount of the Notes so converted and accrued and unpaid interest thereon, if any, to, but excluding, the relevant Conversion Date. Accrued and unpaid interest on the principal amount so converted, if any, to, but excluding, the relevant Conversion Date shall be converted into shares of Common Stock at the Conversion Rate. If the principal amount of any Notes are converted after the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date (in addition to having the value of such interest converted in connection with such conversion) will receive the full amount of interest payable on such Notes in cash on such Interest Payment Date notwithstanding the conversion. If this Note is physically Therefore, the principal amount of any Notes surrendered for conversion pursuant during the period from the close of business on any Regular Record Date to Section 3(c)(iiithe open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted on the corresponding Interest Payment Date (regardless of whether the converting Holder was the Holder of record on the corresponding Regular Record Date); provided that no such payment shall be required (1) for conversions following the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the outstanding Principal is greater than Business Day immediately following the Principal portion corresponding Interest Payment Date; or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the Conversion Amount being convertedtime of conversion with respect to such Note. (e) The Company shall be forever released from all of its obligations and liabilities under the Notes with respect to the principal amount of Notes and accrued interest thereon, then if any, so converted and such principal amount of Notes so converted shall be deemed paid, and of no further force and effect, and the Company shall, as soon as practicable, and if such Notes are not then in no event later than two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (book entry form in accordance with Section 18(d)1.4 of Annex A, issue a new Note evidencing any remaining outstanding principal amount of Notes not converted pursuant to the Optional Conversion. (f) representing The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the outstanding Principal not converted. principal amount of Notes, plus accrued and unpaid interest thereon, if any, from time to time as such Notes are presented for conversion. (g) The Person Company shall pay any and all stamp, stock transfer, stock issuance and other similar taxes or Persons entitled to receive any other fees that may be payable in respect of any issuance or delivery of shares of Common Stock of the Ordinary Shares issuable Company upon conversion of this Note pursuant to this Section 4, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall be treated for all purposes as pay that tax. The Company or its Agent may refuse to deliver the record holder certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Company or holders its Agent receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (h) Upon the conversion of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained an interest in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration Rights Agreement)any Global Note, the Company or its Agent or the custodian at the direction of the Company, shall cause the Transfer Agent to deliver unlegended Ordinary Shares make a notation on such Global Note as to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined reduction in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledprincipal amount represented thereby.

Optional Conversion. To convert Subject to adjustment as specified below, (i) the Series D Holders shall have the right at any Conversion Amount time to have their Series D Preferred Shares converted and reclassified into Voting Ordinary Shares, (ii) the Series C-1 Holders shall have the right at any time to have their Series C-1 Preferred Shares converted or reclassified into Voting Ordinary Shares on or Non-voting Ordinary Shares, (iii) the Series C-2 Holders shall have the right at any date time to have their Series C-2 Preferred Shares converted or reclassified into Series C-1 Preferred Shares or into Non-voting Ordinary shares, (a “Conversion Date”)iv) the Series A Holders and Series B-1 Holders have the right at any time to have their Series A Preferred Shares and Series B-1 Preferred Shares converted or reclassified into Voting Ordinary Shares, (v) the Holder Series B-2 Holders shall deliver have at any time the right to have their Series B-2 Preferred Shares converted or reclassified into Series B-1 Preferred Shares or into Non-voting Ordinary Shares; and (whether via electronic mail or otherwise), for receipt on or prior vi) the Non-voting Ordinary Shareholders have the right at any time to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the 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 an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such have their Non-voting Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act converted or reclassified into Voting Ordinary Shares. Any conversion or reclassification of (“Rule 144”i) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Non-voting Ordinary Shares issuable pursuant to such Conversion Noticeinto Voting Ordinary Shares; and (ii) (the “Share Delivery Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Non-voting Preferred Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary into Voting Preferred Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5Revised Articles) days after the effective date of the Registration Statement same class, will be made on a one to one basis. Any conversion or reclassification of Preferred Shares into Ordinary Shares will be made pursuant to the Conversion Rate (subject to adjustment as defined provided under this Agreement or the Revised Articles) at the time in effect for such share. The "CONVERSION RATE" shall be the Registration Rights Agreement), Original Issue Price divided by the Conversion Price (subject to any adjustment as may be set forth in this Agreement or the Revised Articles) at the time in effect for such share. The "ORIGINAL ISSUE PRICE" of each Preferred Share is the amount in US Dollars originally paid to the Company for that share. The "CONVERSION PRICE" for each Preferred Share shall cause initially be the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (or its designee) Original Issue Price of that Preferred Share and shall be adjusted as provided in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledsub-section 10.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)For purposes of this Section 4, the Holder "Conversion Termination Date" shall deliver mean the earlier of the following dates: (whether via electronic mail i) April 1, 2003; or otherwise)(ii) sixty (60) days following the mailing postmark date of written notice by the Company to the Holders that it intends to close under an Equity Financing. This Debenture may be converted at any time after, for receipt on but not before, April 1, 1999 (or at any time following written notice by the Company to the Holders that it intends to close under an Equity Offering) and prior to 11:59 p.m.the Conversion Termination Date in whole or in part, New York time, on such date, a copy at the option of an executed conversion notice in the form attached hereto as Exhibit I Holder (the “"Conversion") into that number of whole shares of the Company's fully-paid and non-assessable New Common Stock as shall be determined by dividing the then outstanding principal balance of this Debenture plus all interest then accrued but unpaid hereunder, by $.10 (the "Conversion Notice”) to Price"). No fractional shares of the Company's New Common Stock shall be issued nor shall cash in lieu of fractional shares be paid by the Company. If required A Debenture may be converted in whole or in part by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note, written notice from the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (bearing a mailing postmark date not later than the Conversion Termination Date sent to the Principal Office of the Company specifying the portion, if less than all, of the Debenture to be converted, accompanied by surrender of the Debenture. In the event of a partial Conversion of the Debenture by the Holder, another Debenture of like terms equal in principal amount to the unpaid balance of the Debenture partially converted shall be issued to the Holder. The shares of New Common Stock issuable upon the Conversion may not be publicly offered or an indemnification undertaking sold unless the person offering or selling such security complies with respect the registration provisions of the Securities Act of 1933, as amended or any successor legislation thereto, any state securities law applicable to this Note the issuance and sale of such shares and all applicable rules and regulations adopted by any of the foregoing, or unless, in the case opinion of counsel who is satisfactory to Company and its losscounsel, theft or destruction as contemplated by Section 18(b))such offer and sale is exempt from such registration provisions. On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice Notwithstanding anything herein to the Holder and contrary, unless the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such shares issuable on Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 are covered by a current registration statement under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date of 1933 as required pursuant to the Exchange Act amended, or other applicable lawlaw at the time of any proposed Conversion, rule or regulation it shall be a condition of the delivery of certificates for shares of the settlement Company's New Common Stock issuable upon the Conversion, that the Holder deliver to Company, together with this Debenture for cancellation, the Holder's written representation in form satisfactory to the Company that the Holder is acquiring the shares without a view to engage in a distribution thereof in violation of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant laws, rules and regulations relating to such registration. Any unregistered shares issued upon Conversion Notice) (shall be endorsed with a legend in substantially the “Share Delivery Deadline”)following form, the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which and the Holder shall be entitled pursuant to such conversion to comply with the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.terms thereof:

Optional Conversion. To convert (i) At any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or time prior to 11:59 p.m.the Maturity Date, New York timeat the option of Holder in his sole discretion, on all or any portion of the Principal Amount or Principal Balance, as applicable, of this Note may be converted (an “Optional Conversion”) into a number of shares of Parent Common Stock (the “Optional Conversion Shares”) 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 dateexercise, a copy of an executed conversion notice substantially in the form of Appendix 1 attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion to Obligor at such office. Such Optional Conversion shall be deemed to have been effected at the close of this Note, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following business on the date on which the Company has received 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) (, duly completed and executed, shall have been given as aforesaid, and, at such time, such portion of the “Share Delivery Deadline”)Principal Amount or Principal Balance, as applicable, as is subject to such Optional Conversion shall be applied by Parent for and on behalf of Obligor in full payment of the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Optional Conversion Shares to which be issued by Parent to Holder as a result of the Optional Conversion and such application shall discharge Obligor from all liability in respect of such portion of the Principal Amount or Principal Balance, as applicable, that is converted, and Holder shall be entitled pursuant deemed for all purposes to such conversion to have become the 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 holder of the Holder, issue and deliver Optional Conversion Shares. (via nationally recognized overnight delivery serviceiii) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, as soon As promptly as practicable, and but in no event later than two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days Business Days, after an Optional Conversion, (1) Obligor, at its expense, shall cause the effective 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 Registration Statement Optional Conversion on that portion of the Principal Amount or Principal Balance, as applicable, subject to such Optional Conversion and (as defined in the Registration Rights Agreement), the Company 4) Obligor shall cause to be delivered to Holder a Convertible Subordinate Note, in form and substance identical to this Note, for the Transfer Agent to deliver unlegended Ordinary Shares remaining Principal Balance if such Optional Conversion was not for the entire portion of the Principal Amount or Principal Balance, as applicable. Notwithstanding any provision of this Note to the Holder (or its designee) contrary, no Optional Conversion shall be deemed to have occurred unless and until Obligor shall have complied with the obligations set forth in connection with any sale of Registrable Securities (this paragraph, whereupon such Optional Conversion shall be deemed to have been effective as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included date the Conversion Notice is given to Obligor; provided, however, that no failure by Obligor to so comply with such obligations shall prohibit Holder from exercising his rights as part the holder of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledOptional Conversion Shares.

Optional Conversion. (a) If the Maker fails to pay the full amount of principal and accrued interest under this Note by the due date thereof, then until such time as this Note has been paid in full, Payee shall have the right at his option to convert, subject to the terms and provisions hereof, all or a portion of the outstanding principal and accrued interest payable under this Note into shares of Maker's Common Stock at the conversion price hereinafter provided. (b) To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion balance of this Note, the Holder in whole or in part as provided herein at Payee's election, Payee shall surrender this Note to Maker prior to such time as this Note has been paid in full, accompanied by written notice (the "Conversion Notice") to Maker in form reasonably satisfactory to Maker. The Conversion Notice shall indicate the Payee's intention to convert, stating the portion of the Note that is to be converted and the name and address of each person in whose name the shares of stock issuable upon such conversion are to be registered. In such event, this Note and the Conversion Notice shall be delivered to Maker during usual business hours at the Maker's principal executive office. Upon receipt of the shares of Common Stock to be issued upon such conversion, the Payee shall return this Note marked "canceled" to Maker. (c) As promptly as practical after the surrender and giving of notice to convert as herein provided, Maker shall deliver or cause to be delivered at its office or agency maintained for that purpose to or upon written order of Payee certificates representing the number of fully paid and nonassessable shares of Common Stock of Maker into which said Note is converted (which shares shall be free and clear of all liens) and, in the event of partial conversion, a nationally recognized overnight delivery service for delivery new Note in an aggregate principal amount equal to the Company (or an indemnification undertaking with respect to this Note in the case unconverted principal portion of its losssaid Note, theft or destruction dated as contemplated by Section 18(b)). On or before the first (1st) Trading Day following of the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice Note and in all other respects identical to the Holder and the Company’s transfer agent Note converted. (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”d) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required The conversion price for each share of Common Stock issuable 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated the closing price for all purposes Maker's Common Stock as quoted in the record holder or holders Wall Street Journal at the close of such Ordinary Shares business on the day the Conversion Date. Notwithstanding anything Notice has been delivered to Maker (hereinafter called the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement"Conversion Price"), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert (a) In addition to and without limiting the right of any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)Warrantholder under the terms of this Warrant, the Holder Warrantholder shall deliver have the right (whether via electronic mail the "Conversion Right") to convert this Warrant or otherwise), for receipt on any portion thereof into Securities as provided in this Section 10 at any time or from time-to-time after the first anniversary of the date hereof and prior to 11:59 p.m., New York time, on such date, a copy its expiration. Upon exercise of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the 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 an indemnification undertaking Right with respect to a particular number of Units subject to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent Warrant (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”"Converted Securities"), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion holder of this Note shall be treated for all purposes as Warrant, without payment by the record holder of any exercise price or holders any cash or other consideration, that number of such Ordinary Shares on the Conversion Date. Notwithstanding anything Units equal to the contrary contained in this Note or quotient obtained by dividing the Registration Rights Agreement Net Value (as hereinafter defined) of the Converted Securities by the sum of the fair market value (as defined in the Securities Purchase Agreement)paragraph (c) below) of one and one-half shares of Common Stock plus one and one-half Unit Warrants, within five (5) days after the effective date determined in each case as of the Registration Statement close of business on the Conversion Date (as defined hereinafter defined). The "Net Value" of the Converted Securities shall be determined by subtracting the aggregate Exercise Price of the Converted Securities from the aggregate fair market value of the Converted Securities. Notwithstanding anything in this Section 10 to the Registration Rights Agreement)contrary, the Conversion Right cannot be exercised with respect to a number of Converted Securities having a Net Value below $100. No fractional shares shall be issuable upon exercise of the 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 cause the Transfer Agent to deliver unlegended Ordinary Shares pay to the Holder (or its designee) holder of this Warrant an amount in connection with any sale of Registrable Securities (as defined in cash equal to the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy fair market value of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledresulting fractional share.

Optional Conversion. To convert (a) In addition to and without limiting the right of any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)Warrantholder under the terms of this Warrant, the Holder Warrantholder shall deliver have the right (whether via electronic mail the "Conversion Right") to convert this Warrant or otherwise), for receipt on any portion thereof into Securities as provided in this Section 10 at any time or from time-to-time after the first anniversary of the date hereof and prior to 11:59 p.m., New York time, on such date, a copy its expiration. Upon exercise of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the 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 an indemnification undertaking Right with respect to a particular number of Units subject to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent Warrant (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”"Converted Securities"), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion holder of this Note shall be treated for all purposes as Warrant, without payment by the record holder of any exercise price or holders any cash or other consideration, that number of such Ordinary Shares on the Conversion Date. Notwithstanding anything Units equal to the contrary contained in this Note or quotient obtained by dividing the Registration Rights Agreement Net Value (as hereinafter defined) of the Converted Securities by the sum of the fair market value (as defined in the Securities Purchase Agreement)paragraph (c) below) of one Common Share plus one Unit Warrant, within five (5) days after the effective date determined in each case as of the Registration Statement close of business on the Conversion Date (as defined hereinafter defined). The "Net Value" of the Converted Securities shall be determined by subtracting the aggregate Exercise Price of the Converted Securities from the aggregate fair market value of the Converted Securities. Notwithstanding anything in this Section 10 to the Registration Rights Agreement)contrary, the Conversion Right cannot be exercised with respect to a number of Converted Securities having a Net Value below $100. No fractional shares shall be issuable upon exercise of the 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 cause the Transfer Agent to deliver unlegended Ordinary Shares pay to the Holder (or its designee) holder of this Warrant an amount in connection with any sale of Registrable Securities (as defined in cash equal to the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy fair market value of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledresulting fractional share.

Optional Conversion. To convert At any time prior to the Maturity Date, at the option of Holder in its sole discretion, all or any portion of the then outstanding Principal Amount of this Convertible Note may be converted (an "Optional Conversion") into a number of Shares (the "Optional Conversion Shares") equal to the amount of the then outstanding Principal Amount into Ordinary Shares on any date (a “to be converted divided by the Conversion Date”)Price. Notwithstanding the foregoing, the Holder shall deliver be entitled to a total of three (whether via electronic mail or otherwise)3) Optional Conversions, for receipt on or prior each in an amount of not less than $3,000,000. In order to 11:59 p.m.exercise the right of Optional Conversion, New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note, the Holder shall surrender this Convertible Note to a nationally recognized overnight delivery service for delivery to at the Company (or an indemnification undertaking with respect to this Note principal office of Obligor and shall give written notice of such exercise, substantially in the case form of its loss, theft or destruction as contemplated by Section 18(b)). On or before Exhibit A attached hereto (the first (1st) Trading Day following the date of receipt of a "Optional Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”"), and instruct to Obligor at such office. Such Optional Conversion shall be deemed to have been effected at the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following close of business on the date on which the Company has received a such Optional Conversion Notice (or such earlier date Notice, duly completed and executed, shall have been given as required pursuant aforesaid, and, subject to the Exchange Act or other applicable lawlast sentence of this Section 7(a), rule or regulation for at such time such portion of the settlement Principal Amount as is subject to such Optional Conversion shall be applied by Obligor in full payment of a trade initiated on the applicable Optional Conversion Date Shares to be issued in consequence of the Conversion and that application shall discharge Obligor from all liability in respect of such Ordinary Shares issuable pursuant to such Conversion Notice) (portion of the “Share Delivery Deadline”)Principal Amount converted, the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the and Holder shall be entitled pursuant deemed for all purposes to such conversion to have become the 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 holder of the Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Optional Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversionShares. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, as soon As promptly as practicable, and but in no event later than two seven (27) Business Days Days, after receipt of this Note and an Optional Conversion, Obligor, at its own expense, issue shall cause (i) the Optional Conversion Notice presented by Holder to Obligor, and deliver any other documents necessary for such Optional Conversion to be effected, to be stamped by the Holder office of the Inland Revenue Department and as appropriate under the laws of the Cayman Islands, (or its designeeii) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled Holder's name to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined entered in the Securities Purchase Agreement)register of the members of Obligor in respect of the Optional Conversion Shares, within five (5iii) days after to be paid to Holder all accrued and unpaid interest through and including the effective date of the Registration Statement Optional Conversion on that portion of the Principal Amount subject to such Optional Conversion and (as defined iv) to be delivered to Holder a convertible note, in form and substance identical to this Convertible Note, for the remaining outstanding Principal Amount if such Optional Conversion was not for the entire portion of the then outstanding Principal Amount. Notwithstanding any provision of this Convertible 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 the Registration Rights Agreement)immediately preceding sentence, the Company whereupon such Optional Conversion shall cause the Transfer Agent be deemed to deliver unlegended Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (have been effective as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included date the Optional Conversion Notice is given to Obligor; provided, however, that no failure by Obligor to so comply with such obligations shall prohibit Holder from exercising its rights as part the holder of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledOptional Conversion Shares.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any Prior to the date (a “Conversion Date”)of the conversion described in Section 4(a) above, the Holder shall deliver (whether via electronic mail or otherwise)surrender this Note, for receipt on or prior to 11:59 p.m.duly endorsed, New York time, on such date, and a copy of an executed notice of conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to at the principal executive office of the Company. If required The date of the conversion elected by Section 3(c)(iiiHolder on the Conversion Notice shall be referred to herein as the “Conversion Date.” As soon as practicable after the Conversion Date (but in no event later than three (3) business days thereafter), 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 shall transmit by facsimile an indemnification undertaking with respect to this Note acknowledgment of confirmation, in the case form attached hereto as Exhibit II, of its loss, theft or destruction as contemplated by Section 18(b)receipt of such Conversion Notice to Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the first second (1st2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”1) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”)Program, credit such aggregate number of Ordinary Shares shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (II2) if the Transfer Agent is not participating in FAST, upon the request of the HolderDTC Fast Automated Securities Transfer Program, issue and deliver (via nationally recognized reputable overnight delivery servicecourier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing for the number of Ordinary Shares shares of Common Stock to which the Holder shall be entitled pursuant entitled. In addition to such conversion. If this Note is physically surrendered for conversion pursuant the foregoing, if on or prior to Section 3(c)(iiithe third (3rd) and the outstanding Principal is greater than the Principal portion of Trading Day after the Conversion Amount being converted, then Date (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 Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration Rights Agreement“Share Delivery Deadline”), the Company shall cause fail to issue and deliver a certificate to Holder and register such shares of Common Stock on the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (Company’s share register or credit Holder’s or its designee) in connection ’s balance account with any sale DTC for the number of Registrable Securities shares of Common Stock to which Holder is entitled upon Holder’s conversion hereunder (as defined the case may be), and if on or after such Share Delivery Deadline Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by Holder of all or any portion of the Registration Rights Agreementnumber of shares of Common Stock issuable upon such conversion that Holder so anticipated receiving from the Company, then, in addition to all other remedies available to Holder, the Company shall, within three (3) business days after receipt of Holder’s written request, pay cash to Holder in an amount equal to Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of Holder), at which point the Company’s obligation to so issue and deliver such certificate or credit Holder’s balance account with respect DTC for the number of shares of Common Stock to which Holder is entitled upon Holder’s conversion hereunder (as the Holder has entered into a contract for sale, case may be) (and delivered a copy to issue such shares of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledCommon Stock) shall terminate.

Optional Conversion. The Holder is entitled, at its option, to convert, and sell on the same day or at any subsequent time, at any time when the Company’s common stock par value US$0.001 per share (“Common Stock”) is trading at or above the Conversion Price and from time to time, until payment in full of this Debenture, all or any part of the principal amount of the Debenture, plus accrued interest, into shares (the “Conversion Shares”) of the Common Stock, at the price per share equal to $0.0875 (the “Conversion Price”). No fraction of shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)this Debenture, the Holder hereof shall deliver (whether via electronic mail or otherwise)written notice thereof, for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice substantially in the form attached hereto as of Exhibit I “A” to this Debenture, with appropriate insertions (the “Conversion Notice”) to the 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 an indemnification undertaking with respect to this Note in at its address as set forth herein. The date upon which the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company conversion shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent be effective (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144Date”) or an effective registration statement. On or before the second (2nd) Trading Day following shall be deemed to be the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified set forth in the Conversion Notice, a certificate, registered in the name of . Upon the Holder (converting any of this Debenture into Common Stock or its designee)the Company redeeming any of this Debenture as provided herein, evidencing the number of Ordinary Shares to which the Holder principal amount owed under this Debenture shall be entitled reduced by the principal amount so converted or redeemed. Additionally, whenever the monthly installment due pursuant to such conversion. If this Note the Mandatory Redemption provisions of Section 1.05 hereof is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), paid within five (5) days after of the effective due date of such payment (unless such obligation has been suspended under the Registration Statement (as defined in the Registration Rights Agreementterms of Section 1.05), the Company Holder shall have the right to convert this Debenture at an amount equal to eighty-five percent (85%) of the lowest daily closing bid price of the Company’s Common Stock, as quoted by Bloomberg, LP, for the ten (10) trading days immediately preceding the Conversion Date. In no event shall the Holder be entitled to convert this Debenture for a number of shares of Common Stock in excess of that number of shares of Common Stock which, upon giving effect to such conversion, would cause the Transfer Agent to deliver unlegended Ordinary Shares to aggregate number of shares of Common Stock beneficially owned by the Holder (or and its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect affiliates to which the Holder has entered into a contract for sale, and delivered a copy exceed 4.99% of the prospectus included as part outstanding shares of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledCommon Stock following such conversion.

Optional Conversion. To (a) At any time Holder may convert any all of the principal and accrued interest then outstanding under the Note into Common Stock. The number of shares of Common Stock issued upon conversion shall be equal to the Obligations divided by (i) the Original Conversion Amount into Ordinary Shares Price if the Holder participated in the initial Closing or (ii) the Subsequent Closing Price if the Holder participated in a subsequent Closing. (b) Fifteen (15) days prior written notice (the "Company Notice") shall be delivered to the Holder of this Note at the address last shown on any date the records of the Company for the Holder or, if no such address appears, at the place where the principal executive office of the Company is located, notifying the Holder of the terms and conditions of a Change of Control, the price per share to be paid to holders of Common Stock in such Change of Control and calling upon such Holder, if conversion is elected by the Holder, to surrender to the Company, in the manner and at the place designated, the Note. If the Holder elects to convert this Note (or elects to have the Note repaid in full by the Company in the case of a “Conversion Date”Change of Control), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion provide written notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the 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 an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date Company Notice is deemed given. (c) No fractional shares of Common Stock shall be issued upon conversion of this Note. Upon the conversion of all of the Registration Statement (as defined principal and accrued interest outstanding under this Note, in lieu of the Registration Rights Agreement)Company issuing any fractional shares to the Holder, the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares pay to the Holder (or the amount of outstanding principal and accrued interest that is not so converted. Upon full conversion of this Note, the Company shall be forever released from all its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, obligations and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledliabilities under this Note.

Optional Conversion. To Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert any Conversion 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 (each, an “Ordinary Shares on any date (a “Conversion DateShare”), at a conversion price of $10.00 per Ordinary Share. The Ordinary Shares shall be identical to the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior private placement shares issued to 11:59 p.m., New York time, on such date, a copy the Sponsor at the time of an executed conversion notice in the form attached hereto as Exhibit I Maker’s IPO (the “Conversion NoticePrivate Placement Shares”) ). As promptly as reasonably practicable after notice by the Payee to the Company. If required by Section 3(c)(iii)Maker to convert the principal balance of this Note, within two in whole or in part, into Private Placement Shares, which notice must be made at least five (25) Trading Days following a conversion business days prior to the consummation of the Business Combination, and after the Payee’s surrender of this Note, the Holder Maker shall surrender this Note to a nationally recognized overnight delivery service for delivery have issued and delivered to the Company Payee, without any charge to Payee, a share certificate or certificates (or an indemnification undertaking with respect to this Note issued in the name(s) requested by the Payee), or shall have made appropriate book-entry notation on the books and records of the Maker, in each case for the number of its loss, theft or destruction as contemplated by Section 18(b))Private Placement Shares of the Maker issuable upon the conversion of this Note. On or before The conversion shall be deemed to have been made immediately prior to the first (1st) Trading Day following close of business on the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt surrender of this Note and at its own expense, issue and deliver to the Holder (person or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons persons entitled to receive the Ordinary Private Placement Shares issuable upon such conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Private Placement Shares on as of such date. Each such newly issued Private Placement Share shall include a restricted legend that contemplates the Conversion Date. Notwithstanding anything same restrictions as the Private Placement Shares that were issued to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (or its designee) Payee in connection with any sale of the IPO. The Private Placement Shares issuable pursuant to this Note shall constitute “Registrable Securities (as defined in the Securities” pursuant to that certain Registration and Shareholder Rights Agreement) with respect to which , dated March 2, 2021, by and among the Holder has entered into a contract for saleMaker, the Payee and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledcertain other security holders named therein.

Optional Conversion. To (a) Subject to the provisions of Section 8 hereof, each holder of shares of Series A Preferred Stock shall have the right to convert, at any time or from time to time, 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 Conversion Amount of such shares into Ordinary Shares 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 any the date (a “the "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 Conversion 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 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 Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to the then Current Market Price (as hereinafter defined) of a share of Common Stock multiplied by such fractional interest. Fractional interests shall not be entitled to dividends, and the holders of fractional interests shall not be entitled to 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 Holder term "Current Market Price" shall deliver (whether via electronic mail mean, as of the day in question, the closing price of the Common Stock on any national securities exchange or otherwise)the Nasdaq National Market System, for receipt on or prior to 11:59 p.m., New York timeas the case may be, on such date, a copy of an executed conversion notice in or, if the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii)Common Stock was not traded on such date, 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 an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 last trading date prior to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settleddate.

Optional Conversion. To convert any Conversion Amount (together with the Interest Conversion Amount, if applicable, and Make-Whole Conversion Amount relating to such Conversion Amount) into Ordinary Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior surrender such Debenture to 11:59 p.m., New York time, on such date, a copy of either Trustee together with an executed notice of conversion notice in the form attached hereto as Exhibit I B (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note, Company and the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b))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, the Company shall transmit via electronic deliver (by e-mail if requested) (x) an acknowledgment of confirmation, in the form attached hereto as Exhibit B.II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), ) and instruct (y) if the Transfer Agent Company elects to process 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 in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statementSection 3(b). On or before the second (2nd) Trading Day following the date on which of receipt of the Company has received Debenture and 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 duly executed and complete Conversion Notice) (the “Share Delivery Deadline”), the Company shall (Ix) if (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”)Program, upon the request of the Holder, credit such aggregate number of Ordinary Shares shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal at Custodian system, system or (II2) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, or upon the request of the Holder, issue and deliver (via nationally recognized reputable overnight delivery servicecourier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing for the number of Ordinary Shares shares of Common Stock to which the Holder shall be entitled pursuant or (3) deposit such number of shares of Common Stock to which the Holder shall be entitled with the Depositary in accordance with the requirements of such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iiiDepositary and (y) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver pay to the Holder (or its designee) a new Note (the applicable Cash Interest/Make-Whole Amount in accordance with Section 18(d)) representing cash by wire transfer of immediately available funds to the outstanding Principal not convertedaccount specified in writing in the applicable Conversion Notice by the Holder. The Person or Persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon a conversion of this Note Series 2 Debenture shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert At any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)time, and from time to time, from the Date of Issue, the principal amount of this Note (plus default interest, if any) shall be convertible at the option of the Holder, in whole or in part, into shares of the Issuer's common stock (an "Optional Conversion") at the Optional Conversion Price. Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior effect any Optional Conversion by delivering to 11:59 p.m., New York time, on such date, the Issuer a copy Notice of an executed conversion notice Conversion in the form attached annexed hereto as Exhibit I Annex A setting forth the effective date for the conversion (the “"Conversion Notice”) Date"). The "Optional Conversion Price" shall be, in the order of priority: a. If there is quoted on any securities market a bid price for the common stock, the 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 be the 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 sale closed no more than 12 months prior to the Company. Conversion Date. c. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Notethe criteria described in "a" or "b" are not available, the Holder Optional Conversion Price shall surrender this Note be the value to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to which the Holder and the Company’s transfer agent (Issuer shall agree, if such written agreement is executed within 10 business days after the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Date. d. If none of the Holderaforesaid criteria determines the Optional Conversion Price, issue and deliver (via nationally recognized overnight delivery service) to then the address as specified in Optional Conversion Price will be determined by a member of the Conversion Notice, a certificate, registered in the name American Society of Appraisers chosen by agreement of the Holder (or its designee)and the Issuer, evidencing with the number costs of Ordinary Shares to which the appraisal being born equally by the Holder shall be entitled pursuant to such conversionand the Issuer. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal and Issuer have not converted. The Person or Persons entitled to receive the Ordinary Shares issuable agreed upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on an appraiser within thirty days after the Conversion Date. Notwithstanding anything , then either party may apply to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date a court of the Registration Statement (as defined in the Registration 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 competent jurisdiction for appointment of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledan appraiser.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Prior to the Maturity Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion Holder Majority may elect, by written notice in the form attached hereto as Exhibit I (the “Optional Conversion Notice”) to the Company, to convert all (but not less than all) of the Notes into the capital stock (the “Non-Qualified Financing Securities”) sold by the Company in a Non-Qualified Financing. If required by Section 3(c)(iii)Any such conversion shall occur simultaneously with the consummation of the Non-Qualified Financing, within two (2) Trading Days following a conversion of this Note, subject to the terms and conditions set forth herein. The Company shall give the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to not less than ten days prior written notice of any Non-Qualified Financing (an “NQF Notice”) and the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Holder Majority must deliver any Optional Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process Company not later than five days after receiving such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statementNQF Notice. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares shares of Non-Qualified Financing Securities to which the Holder shall be entitled pursuant to issued upon such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything equal to the contrary contained in this Note or quotient obtained by dividing (i) the Registration Rights Agreement (Subject Amount as defined in of the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement closing of the Non-Qualified Financing by (ii) the price 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 defined the Non-Qualified Financing Securities issued in the Registration Rights AgreementNon-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, if any, who are not holders of the Note. A “Non-Qualified Financing” means the issuance and sale by the Company of 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 in the aggregate or (ii) any Qualified Financing. In the event that in any Non-Qualified Financing some or all of 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 be received for Notes converted pursuant to this Section 3(b), shall be determined in good faith by the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (or its designee) in connection with any sale Board of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy Directors of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledCompany.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date 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 (a “Conversion Date”whether by failure of clause (i) or (ii) as set forth in the definition of Qualifying Fundraising), the Holder shall deliver (whether via electronic mail or otherwise)Lender has the right, for receipt on or at its option, at any time prior to 11:59 p.m.the close of business on July 1, New York time2003, on such dateto convert the outstanding principal amount and accrued interest, or a copy portion thereof, of an executed conversion notice in the form attached hereto as Exhibit I this Debenture into fully-paid and non-assessable shares of preferred stock (the “Conversion Notice”"Senior Stock") of the Company, with new rights, preferences and privileges, as set forth in Schedule 2 hereto, senior to the rights, preferences and privileges of the Company's existing preferred stock. 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 In case the Company (is listed or an indemnification undertaking with respect to this Note in traded on a stock exchange, any regulated market or on the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following OTC-BB on the date of receipt the exercise of a Conversion Noticethe option by the Lender, the Company price for the Senior Stock shall transmit via electronic mail an acknowledgment be 33% of receipt of such Conversion Notice the average share price for the Shares for the 30 trading days prior to the Holder and date of the Company’s transfer agent (exercise of the “Transfer Agent”)option by the Lender. In case the Company is not listed or traded on a stock exchange, and instruct a regulated market or the Transfer Agent to process such Conversion Notice in accordance with OTC-BB on the terms herein and provide confirmation as to whether such Ordinary Shares may then day of the exercise of the option, the price for the Senior Stock shall be resold pursuant to Rule 144 under 33% of the Securities Act (“Rule 144”) or an effective registration statement. On or before intrinsic value of the second (2nd) Trading Day following Company on the date on 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 has received a Conversion Notice (or such earlier date as required pursuant and reasonably acceptable 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in Lender. The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 option of the Holder, issue and deliver (via nationally recognized overnight delivery service) Lender will be deemed to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares have been exercised on the Conversion Date, as defined below. Notwithstanding anything In order to exercise this optional conversion privilege, the Lender shall surrender this Debenture to the contrary contained Company during usual business hours at the Company's principal executive office, accompanied by written notice in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration Rights Agreement), form satisfactory to the Company that the Lender elects to convert the principal amount and accrued interest of this Debenture or a portion hereof specified in such notice. Such notice shall cause also state the Transfer Agent to deliver unlegended Ordinary Shares to the Holder name or names (or its designeewith address) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract certificate or certificates for sale, and delivered a copy shares of the prospectus included as part of the particular Registration Statement to the extent applicable, and for Senior Stock which the Holder has not yet settledshall be issuable on such conversion shall be issued.

Optional Conversion. To convert any Conversion Amount (together with the Interest Conversion Amount, if applicable, and Make-Whole Conversion Amount relating to such Conversion Amount) into Ordinary Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior surrender such Debenture to 11:59 p.m., New York time, on such date, a copy of either Trustee together with an executed notice of conversion notice in the form attached hereto as Exhibit I B (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note, Company and the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b))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, the Company shall transmit via electronic deliver (by e-mail if requested) (x) an acknowledgment of confirmation, in the form attached hereto as Exhibit B.II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), ) and instruct (y) if the Transfer Agent Company elects to process 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 in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statementSection 3(b). On or before the second (2nd) Trading Day following the date on which of receipt of the Company has received Debenture and 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 duly executed and complete Conversion Notice) (the “Share Delivery Deadline”), the Company shall (Ix) if (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”)Program, upon the request of the Holder, credit such aggregate number of Ordinary Shares shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal at Custodian system, system or (II2) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, or upon the request of the Holder, issue and deliver (via nationally recognized reputable overnight delivery servicecourier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing for the number of Ordinary Shares shares of Common Stock to which the Holder shall be entitled pursuant or (3) deposit such number of shares of Common Stock to which the Holder shall be entitled with the Depositary in accordance with the requirements of such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iiiDepositary and (y) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver pay to the Holder (or its designee) a new Note (the applicable Cash Interest/Make-Whole Amount in accordance with Section 18(d)) representing cash by wire transfer of immediately available funds to the outstanding Principal not convertedaccount specified in writing in the applicable Conversion Notice by the Holder. The Person or Persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon a conversion of this Note Series 1 Debenture shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To (a) Subject as hereinafter provided, any Bondholder shall have the right to convert all or part of the Bonds held by it (if in part, the principal amount of Bonds to be converted shall be in the minimum amount of RMB10,000,000 or the whole outstanding principal amount of the Bonds) into Shares credited as fully paid at any time during the Conversion Period referred to below. The right of a Bondholder to convert any Conversion Amount Bond into Ordinary Shares on any date (a is called the “Conversion DateRight”. (b) Subject to and upon compliance with the provisions of these Conditions, the Conversion Right attaching to any Bond may be exercised, at the option of the holder thereof, at any time on or after the Issue Date up to the close of business at the Designated Office on the Maturity Date (but, except as provided in Condition 5.2(c), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I no event thereafter) (the “Conversion NoticePeriod”). (c) Notwithstanding the foregoing, if the Conversion Date in respect of a Bond would otherwise fall during a period in which the register of shareholders of the Issuer is closed generally or for the purpose of establishing entitlement to any distribution or other rights attaching to the Company. If required by Section 3(c)(iiiShares (a “Book Closure Period”), within two (2) Trading Days following a conversion of this Note, the Holder such Conversion Date shall surrender this Note to a nationally recognized overnight delivery service for delivery be postponed to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Stock Exchange Business Day following the expiry of such Book Closure Period. (d) If the Conversion Date in respect of the exercise of any Conversion Right is postponed as a result of the foregoing provision to a date that falls after the expiry of receipt of a the Conversion NoticePeriod or after the relevant redemption date, such Conversion Date shall be deemed to be the Company shall transmit via electronic mail an acknowledgment of receipt final day of such Conversion Notice to Period or the Holder and relevant redemption date, as the Company’s transfer agent case may be. (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”e) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company A Bondholder shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall not be entitled pursuant to such conversion exercise the right to the Holder’s (convert all 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to Bonds held by it if immediately after such conversion, the extent applicable, public float of the Shares will fall below the minimum public float under the Listing Rules or as required by the Stock Exchange or (unless otherwise agreed in writing by the Issuer) if a mandatory offer obligation under Rule 26.1 of the Code on Takeovers and for which the Holder has not yet settledMergers will be triggered.

Optional Conversion. To convert At any time after June 9, 2012 and prior to the Maturity Date (as defined in the respective Secured Promissory Notes), up to Fifty Percent (50%) of the 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 Investor. Upon a conversion, the Investor shall receive that number of shares of the Company’s Common Stock as is determined by dividing the Conversion Amount into Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I by 0.75 (the “Conversion NoticePrice”). The Conversion Price reflects the reverse stock split set forth in the Merger Agreement, but, 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 the reverse stock split contemplated by the Merger Agreement), appropriate adjustment will be made to the Conversion 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 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 applicable Promissory Note(s), duly endorsed, at the office of the Company and shall give written notice to the Company at its principal corporate office, of the election to convert the same pursuant to this Section, and shall state therein the Conversion Amount to be converted and the name or names in which the 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 Common Stock to which Investor shall be entitled upon conversion (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company. If required by Section 3(c)(iii), within two together with a replacement Note (2) Trading Days following a if any principal amount, Exit Fee or accrued interest is not converted). The conversion of this Note, the Holder shall surrender this Note be deemed to a nationally recognized overnight delivery service for delivery have been made immediately prior to the Company (or an indemnification undertaking with respect to this Note in the case close of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following business on the date of receipt of a Conversion Noticethe Notice of Conversion, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable shares of Common Stock upon such conversion of this Note shall be treated for all purposes as the record holder Investor or holders Investors of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (shares of Common Stock as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledsuch date.

Optional Conversion. To convert Any Holder shall have the right, at its option, at any time prior to the close of business on December 1, 1997, to convert, subject to the terms and provisions of this ARTICLE THIRTEEN, the principal amount of any Bond (or any portion of the principal amount thereof that is $1,000 or an integral multiple of $1,000) into such number of fully paid and non-assessable shares of Common Stock (calculated as to each conversion to the nearest 1/100 of a share) as is equal to (i) the principal amount of the Bond or such portion divided by (ii) $5.00, subject to adjustment as provided in SECTION 1303 (such price, as so adjusted, is referred to herein as the "Conversion Amount into Ordinary Shares on any date (a “Conversion Date”Price"), the Holder shall deliver except that (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”a) to the 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 an indemnification undertaking with respect to this Note any Bond, or any portion thereof, which shall be called for redemption pursuant to Paragraph 2 of the Bonds, such right shall terminate at the close of business on the Redemption Date for such Bond, or such portion, unless in any such case the Company shall default in payment of the Redemption Price due upon such redemption and (b) with respect to any Bond, or any portion thereof, delivered by a Holder for purchase by the Company pursuant to Paragraph 4 of the Bonds, such right shall terminate at the close of business on the Purchase Date for such Bond, or such portion, unless in any such case the Company shall default in payment of the Purchase Price therefor. Such conversion right shall be exercised by the surrender of the Bond or Bonds, the principal amount of which is so to be converted, to the Trustee at its Corporate Trust Office any time during usual business hours, with the Option of the Holder to Elect Purchase/Conversion on the back of the Bond completed and signed, accompanied (if so required by the Company) by a written instrument or 66 instruments of transfer in form reasonably satisfactory to the Trustee duly executed by the Holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to SECTION 1306. For convenience, the conversion of all or a portion, as the case may be, of the principal amount of any Bond into Common Stock is hereinafter sometimes referred to as the conversion of such Bond. All Bonds surrendered for conversion shall be delivered to the Trustee for cancellation and canceled by it and, subject to the next sentence, no Bond shall be issued in lieu thereof. In the case of its lossany Bond that is converted in part only, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to upon such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder Trustee shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue authenticate and deliver to the Holder (or its designee) thereof a new Note (Bond or Bonds of authorized denominations equal in accordance with Section 18(d)) representing aggregate principal amount to the outstanding Principal not convertedunconverted portion of the Bond surrendered. The Person Upon conversion of any Bond or Persons portion thereof, the Holder thereof shall be entitled to receive payment of all accrued and unpaid interest on such Bond or portion thereof through the Ordinary Shares issuable date of conversion. The Company shall comply with all securities laws regulating the offer and delivery of shares of Common Stock upon conversion of this Note shall be treated for all purposes as the record holder Bonds and will use its best efforts to list such shares on each national securities exchange or holders of such Ordinary Shares national market system on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledCommon Stock is listed or traded.

Optional Conversion. To convert (a) At Holder's sole and exclusive option, at any time after the effective date of this Agreement or within three (3) business days following receipt of notice by the Company that it wishes to exercise its prepayment rights set forth in Section 3, the outstanding principle balance due under the loan as of the Conversion Amount Date evidenced by this Agreement shall be convertible, without the payment of any additional consideration by the Holder and at the option of the Holder, into Ordinary Shares on any date shares of common stock of the Company. In the event the Holder elects to convert, Company shall issue the number of shares of common stock equivalent to the amount calculated by converting the outstanding principle balance and all unpaid and accrued interest due under the loan evidenced by this Agreement as of the Conversion Date into such shares of common stock at a price per share of $0.25. The outstanding principal shall continue to accrue interest, and Company shall be obligated to pay such interest, according to the terms and conditions of this Agreement until the Conversion Date (a “as defined below). All unpaid and accrued interest due under the loan as of the Conversion Date evidenced by this Agreement shall be paid in cash within three (3) business days from the Conversion Date”). (b) In order for the Holder to convert all Aggregate Principal Amounts owing under this Agreement into shares of common stock of the Company, the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior a written notice to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note, Company that the Holder shall surrender elects to convert this Note to a nationally recognized overnight delivery service for delivery to Agreement. Any conversion made at the Company (or an indemnification undertaking with respect to this Note in the case election of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant deemed to such conversion have been made immediately prior to the Holder’s (close of business on the date Company is deemed to have received such notice, and the Holder or its designee’s) account with DTC through its Deposit/Withdrawal at Custodian system, nominee or (II) if the Transfer Agent is not participating in FAST, upon the request of the Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons nominees entitled to receive the Ordinary Shares issuable upon conversion shares of this Note common stock of the Company shall be treated for all such purposes as the record holder or holders of such Ordinary Shares shares of common stock on such date (the "Conversion Date"). Notwithstanding anything Company shall have no obligation to issue any fractional shares upon conversion. Any fractional shares shall be rounded up to the contrary contained in nearest whole share. (c) The Company agrees (a) that the shares issuable upon conversion of this Note or Agreement shall be "Registrable Securities" under the Registration Rights Agreement (the "Registration Rights Agreement") between the Company and Holder, a copy of which is attached hereto and incorporated herein by reference as defined in Exhibit A and (b) that the Securities Purchase Agreement), within five (5) days after Holder shall have the effective date rights and obligations of the Registration Statement (as defined in a Holder set forth on the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To Subject to the Closing, the Company hereby grants each Lender the right, at their sole discretion, to convert the Initial Principal and the Second Principal and any Conversion Amount accrued and unpaid Interest thereon, in full and not in part, at any time the Loans are outstanding, into Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the 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 an indemnification undertaking with respect the "Conversion Option Shares") at a price per share of three dollars ($3) per share (the "Conversion Option"). The Lenders shall be entitled to this Note exercise the Conversion Notice by providing the Company a notice (a "Conversion Notice") notifying the Company on their election to exercise the Conversion Option. Lenders holding a majority in interest of the outstanding principal and Interest of the Loans shall be entitled to exercise the Conversion Option on behalf of all of the Lenders. The Company shall issue the Conversion Option Shares within 4 business days (in Israel and in the case US) of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following delivery of the date of receipt of a Conversion Notice. Following the issuance of the Conversion Option Shares to the Lenders, in accordance with their pro rata interest in the Loans, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice not owe any principal amount under the Loans or any Interest to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Lenders. The Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Option Shares may then shall be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant issued to the Exchange Act or other applicable law, rule or regulation for the settlement Lenders free and clear of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder any Lien and shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in deemed "Registrable Securities" under the Registration Rights Agreement). In case any withholding applies to the issuance of the Conversion Option Shares issued with respect to any accrued and unpaid Interest, the Company shall cause agrees to transfer only the Transfer Agent to deliver unlegended Ordinary net number of PIK Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in Lenders following the Registration Rights Agreement) with respect applicable withholding and subject to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledSection 11 herein.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)For purposes of this Section 4, the Holder "Conversion Termination Date" shall deliver mean the earlier of the following dates: (whether via electronic mail i) April 1, 2003; or otherwise)(ii) sixty (60) days following the mailing postmark date of written notice by the Company to the Holders that it intends to close under an Equity Financing. This Debenture may be converted at any time after, for receipt on but not before, May 1, 1999 (or at any time following written notice by the Company to the Holders that it intends to close under an Equity Offering) and prior to 11:59 p.m.the Conversion Termination Date in whole or in part, New York time, on such date, a copy at the option of an executed conversion notice in the form attached hereto as Exhibit I Holder (the “"Conversion") into that number of whole shares of the Company's fully-paid and non-assessable New Common Stock as shall be determined by dividing the then outstanding principal balance of this Debenture plus all interest then accrued but unpaid hereunder, by $.69 (the "Conversion Notice”) to Price"). No fractional shares of the Company's New Common Stock shall be issued nor shall cash in lieu of fractional shares be paid by the Company. If required A Debenture may be converted in whole or in part by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note, written notice from the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (bearing a mailing postmark date not later than the Conversion Termination Date sent to the Principal Office of the Company specifying the portion, if less than all, of the Debenture to be converted, accompanied by surrender of the Debenture. In the event of a partial Conversion of the Debenture by the Holder, another Debenture of like terms equal in principal amount to the unpaid balance of the Debenture partially converted shall be issued to the Holder. The shares of New Common Stock issuable upon the Conversion may not be publicly offered or an indemnification undertaking sold unless the person offering or selling such security complies with respect the registration provisions of the Securities Act of 1933, as amended or any successor legislation thereto, any state securities law applicable to this Note the issuance and sale of such shares and all applicable rules and regulations adopted by any of the foregoing, or unless, in the case opinion of counsel who is satisfactory to Company and its losscounsel, theft or destruction as contemplated by Section 18(b))such offer and sale is exempt from such registration provisions. On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice Notwithstanding anything herein to the Holder and contrary, unless the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such shares issuable on Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 are covered by a current registration statement under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date of 1933 as required pursuant to the Exchange Act amended, or other applicable lawlaw at the time of any proposed Conversion, rule or regulation it shall be a condition of the delivery of certificates for shares of the settlement Company's New Common Stock issuable upon the Conversion, that the Holder deliver to Company, together with this Debenture for cancellation, the Holder's written representation in form satisfactory to the Company that the Holder is acquiring the shares without a view to engage in a distribution thereof in violation of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant laws, rules and regulations relating to such registration. Any unregistered shares issued upon Conversion Notice) (shall be endorsed with a legend in substantially the “Share Delivery Deadline”)following form, the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which and the Holder shall be entitled pursuant to such conversion to comply with the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.terms thereof:

Optional Conversion. To convert (i) Subject to and in compliance with the provisions of this Section 4, any shares of Series A Convertible Preferred Stock (including, without limitation, those shares for which a Redemption Notice has been delivered by the Corporation under Section 5 but which shares have not yet been redeemed) may, at any time or from time to time at the option of the holder, be converted into fully paid and non-assessable shares of Common Stock. The number of shares of Common Stock to which a holder of Series A Convertible Preferred Stock shall be entitled upon such conversion shall be the product obtained by multiplying (A) the number of shares of Series A Convertible Preferred Stock being converted, by (B) [____] (the "Series A Conversion Amount into Ordinary Rate"). [Note: In the version of the ------------------------ Certificate of Designation that will be in effect when the Plan is confirmed, the Series A Conversion Rate will be set so that the number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock (the "Underlying Shares") would represent fifteen percent (15%) of the shares of ----------------- Common Stock outstanding, as of the effective date of the Corporation's Plan, after giving effect to the issuance of the Underlying Shares and any other securities of the Corporation to be issued under the Plan on any the effective date of the Plan (other than securities issued or issuable in connection with a “Conversion Date”Event), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior but without giving effect to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the 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 an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required any shares issued pursuant to the Exchange Act exercise of rights issued pursuant to the Corporation's Stockholder Protection Rights Agreement (the "Rights Agreement") or any shares, options, ---------------- warrants or other applicable lawsecurities issued or to be issuable in connection with a Conversion Event (it being understood that a Conversion Event could occur before the effective date of the confirmed Plan and prior to the issuance of the Series A Convertible Preferred Stock). Each share of Common Stock issuable upon the exercise or conversion, rule as applicable, of an outstanding option, warrant or regulation other security exercisable for or convertible into Common Stock (other than any option, warrant or other security issued or to be issuable in connection with a Conversion Event) with an exercise price or conversion price, as applicable, of less than or equal to $0.85 per share of Common Stock shall be deemed outstanding for purposes of the settlement of a trade initiated on the applicable Conversion Date of such Ordinary Shares above calculation; provided, however, that ----------------- rights issued or issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company Rights Agreement shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall not be entitled pursuant to such conversion to the 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 deemed outstanding for purposes of the Holder, issue and deliver above calculation (via nationally recognized overnight delivery service) to it being understood that the address as specified in the Conversion Notice, a certificate, registered in the name holders of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Underlying Shares issuable upon conversion of this Note the Series A Convertible Preferred Stock shall be treated entitled to receive rights pursuant to the Rights Agreement to the extent that they would have been entitled to receive them pursuant to the Rights Agreement had they been holders of such Underlying Shares during the period from and after August 14, 2001 and prior to the issuance of the Series A Convertible Preferred pursuant to the Plan).] (ii) To exercise conversion rights under this Section 4(a), a holder of Series A Convertible Preferred Stock to be so converted shall (a) surrender the certificate or certificates representing the shares being converted to the Secretary of the Corporation at its principal office, accompanied by evidence of proper assignment thereof to the Corporation and (b) shall give written notice to the Secretary of the Corporation at that office that such holder elects to convert such shares, such written notice to include the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued and such holder's estimate of the number of shares of Common Stock issuable upon such conversion (a "Conversion Notice"). Should a ----------------- holder of Series A Convertible Preferred Stock wish to receive an electronic transmission of the shares of Common Stock issuable upon a conversion through the DTC's DWAC system pursuant to Section 10(d) in lieu of delivery of physical certificates, such holder shall (a) surrender the certificate or certificates representing the shares being converted to the appropriate department of the Corporation's transfer agent, accompanied by evidence of proper assignment thereof to the Corporation, (b) shall give written notice to the Corporation's transfer agent, with a copy to the Secretary of the Corporation, that such holder elects to convert such shares, such written notice to include a request that the delivery of the shares of Common Stock issuable upon such conversion be effected through the DWAC system, proper DWAC instructions to enable the Corporation's transfer agent to transmit the shares of Common Stock issuable upon such conversion to the proper DWAC account and such holder's estimate of the number of shares of Common Stock issuable upon such conversion (a "DWAC ---- Conversion Notice"), (c) comply with the requirements for transmissions ----------------- through the DWAC system set forth in Section 10(d) and (d) comply with the reasonable and customary policies and procedures of the Corporation's transfer agent. The date when a Conversion Notice is delivered to the Corporation, or the date when a DWAC Conversion Notice is delivered to the Corporation's transfer agent, together with the certificate or certificates representing the shares of Series A Convertible Preferred Stock being converted, shall be the "Conversion ---------- Date" with respect to such shares. As promptly as practicable after the ---- Conversion Date and in compliance with applicable securities laws, the Corporation shall issue and shall deliver to the holder of the shares of Series A Convertible Preferred Stock being converted, a certificate or certificates in such denominations as such holder may request in writing for the number of full shares of Common Stock issuable upon the conversion of such shares of Series A Convertible Preferred Stock in accordance with the provisions of this Section 4, plus cash as provided in Section 4(g) below in respect of any fraction of a share of Common Stock issuable upon such conversion; provided, however, -------- ------- that in the case of a transmission through the DWAC system in which all purposes of the conditions set forth in this Section 4 and in Section 10(d) have been met, the Corporation shall cause its transfer agent to deliver (in accordance with, and subject to the provisions of, Section 10(d)) the number of full shares of Common Stock issuable upon the conversion of such shares of Series A Convertible Preferred Stock in accordance with the provisions of this Section 4 no later than the third trading day after the Conversion Date. In the event that the Corporation does not timely fulfill its obligation to cause its transfer agent to deliver the shares of Common Stock issuable upon the conversion of shares of Series A Convertible Preferred Stock pursuant to a DWAC Conversion Notice, the holder of the shares being converted may revoke the DWAC Conversion Notice at any time prior to the delivery or issuance of such shares. A conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the record converted shares of Series A Convertible Preferred Stock shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date record of the Registration Statement (as defined in the Registration 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 shares of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledCommon Stock represented thereby.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)The holder of each Note shall have the right, the Holder shall deliver (whether via electronic mail or otherwise)------------------- at such holder's option, for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the 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 an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or at any time before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt Maturity Date of such Conversion Notice to the Holder and the Company’s transfer agent Note (the “Transfer Agent”), and instruct the Transfer Agent to process except that if such Conversion Notice Note or any portion thereof shall be prepaid in accordance with the provisions hereof, such right shall terminate, with respect to the principal amount of such Note so prepaid, at the close of business on the date of such prepayment, unless default shall occur in compliance with any condition to, or in the performance of any obligation of the 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 on and subject to the terms herein and provide confirmation 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 into fully paid and nonassessable Conversion Shares at the Conversion Price in effect at the time of the conversion, and the number of Conversion Shares deliverable by the Company upon such conversion shall be the number thereof determined by dividing the amount of such principal and accrued interest being so converted by such Conversion Price. (iii) In order to whether 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 Ordinary 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 may then issuable on such conversion are not to be resold pursuant 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 Rule 144 under be effected on the Securities Act date (“Rule 144”hereinafter called the "Conversion Date") or an effective registration statement. On or before the second (2ndi) Trading Day following 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 has received 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 Conversion Notice (certificate or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation certificates for the settlement number of Conversion Shares issuable upon such conversion. No fractional share, or scrip representing a trade initiated 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 applicable 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 Ordinary Shares issuable pursuant to such Conversion Notice) (fractional share. In case any Note shall be surrendered for conversion of a portion only of the “Share Delivery Deadline”)principal amount thereof together with the interest accrued therein, the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue execute and deliver to or upon the Holder (or its designee) written order of the holder thereof, a new Note (of the same maturity, and so dated and otherwise in accordance such amount and form so that no gain or loss of principal or interest with Section 18(d)) representing respect to the outstanding Principal not convertedunconverted portion of such Note shall result from such execution and delivery. The Person or Persons entitled to receive the Ordinary issuance of certificates for Conversion Shares issuable upon conversion of this any Note or portion thereof shall be treated 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 purposes as the record holder or holders of such Ordinary Shares on 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 Date. Notwithstanding anything Price in effect immediately prior to the contrary contained 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 this Note 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 Registration Rights Agreement 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 Securities Purchase Agreement)case of the issuance of Additional Shares of the Common Stock, within five 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; (5C) days after in case any consideration to be received by the effective 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 Registration Statement 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 defined 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 Registration Rights Agreementnext 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 being 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 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 adjusted to such Conversion Price as would have been applicable had any adjustment 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 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 any subsequent transaction or event. (viii) In the event of any adjustment in the Conversion Price, the Company shall cause promptly mail notice, postage prepaid, addressed to each holder of outstanding Notes, at such holder's address for notices hereunder, describing such adjustment and the Transfer Agent to deliver unlegended Ordinary Shares basis and method of computing the same. The Company shall, at least 20 days prior to the Holder (or its designee) in connection with date on which any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy readjustment of the prospectus included as part Conversion Price pursuant to clause (E) of paragraph (b)(vi) of this Section 1B can occur, similarly mail a notice describing such possible readjustment and the particular Registration Statement to basis and method of computing the extent applicable, and for which the Holder has not yet settledsame.

Optional Conversion. The Holder is entitled, at its option, to convert, and sell on the same day or at any subsequent time, at any time and from time to time commencing sixty (60) days from the Closing, until payment in full of this Debenture, all or any part of the principal amount of the Debenture, plus accrued interest, into shares (the "Conversion Shares") of the Company's common stock, par value US$.0001 per share ("Common Stock"), at the price per share (the "Conversion Price") equal to: the lesser of (a) an amount equal to $0.19 (the "Fixed Price") , or (b) an amount equal to eighty percent (80%) of the lowest daily closing bid price of the Company's Common Stock, as quoted by Bloomberg, LP, for the five (5) trading days immediately preceding the Conversion 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 National Association of Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq SmallCap Market, or American Stock Exchange. If the Common Stock is not traded on a Principal Market, the Closing Bid Price shall mean, the reported Closing Bid Price for the Common Stock, as furnished by the National Association of Securities Dealers, Inc., for the applicable periods. No fraction of shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)this Debenture, the Holder hereof shall deliver (whether via electronic mail or otherwise)written notice thereof, for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice substantially in the form attached hereto as of Exhibit I "A" to this Debenture, with appropriate insertions (the “"Conversion Notice”) to the 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 at its address as set forth herein. The date upon which the conversion shall be effective (or an indemnification undertaking with respect the "Conversion Date") shall be deemed to this Note be the date set forth in the case of its loss, theft or destruction as contemplated by Section 18(b))Conversion Notice. On or before the first Within three (1st3) Trading Day following the date days of receipt of a Conversion NoticeNotice from the Holder, the Company shall transmit via electronic mail an acknowledgment may redeem any conversion for cash in lieu of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in issuing the Conversion Notice, a certificate, registered in Shares at using the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledRedemption Amount.

Optional Conversion. To convert (A) Subject to and in compliance with the provisions of this Article 6.1, any 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 Preferred Share shall be convertible under this paragraph (A) if both of the following are true: (a) any part of the Conversion Redemption Amount into Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”defined below) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a associated with conversion of this Note, such Preferred Share requires payment out of the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to capital of the Company (other than from available profits or an indemnification undertaking with respect to this Note in the case proceeds of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date any fresh issue of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt shares made for purposes of such Conversion Notice to the Holder payment and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”b) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the conversion is to be effected the Company has received a Conversion Notice would be unable to pay its debts as they fall due in the ordinary course of business. (B) The holder of any Preferred Shares who desires to convert such shares into Common Shares shall surrender the certificate or such earlier date as required pursuant certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Preferred Shares, and shall give written notice to the Exchange Act or other applicable law, rule or regulation for Company at such office that such holder has elected to convert such shares. Such notice shall state the settlement number of a trade initiated on the applicable Conversion Date of such Ordinary Preferred Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”)being converted. Thereupon, the Company shall (I) if promptly issue and deliver to such holder at such office a certificate or certificates for the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Common Shares to which the Holder holder is entitled. No fractional Common Shares shall be entitled pursuant to such issued upon conversion to the 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 HolderPreferred Shares, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Common Shares to which the Holder be so issued to a holder of converting Preferred Shares (after aggregating all fractional Common Shares that would be issued to such holder) shall be entitled pursuant rounded to such conversionthe nearest whole share (with one-half being rounded upward). If this Note is physically surrendered for Such conversion pursuant shall be deemed to Section 3(c)(iii) have been made at the close of business on the date of the surrender of the certificates representing the Preferred Shares to be converted, and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons person entitled to receive the Ordinary Common Shares issuable upon such conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Common Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledsuch date.

Optional Conversion. To convert (a) At Holder’s sole and exclusive option, at any time after the effective date of this Agreement or within three (3) business days following receipt of notice by the Company that it wishes to exercise its prepayment rights set forth in Section 3, the Principal Amount outstanding under the loan as of the Conversion Date1 evidenced by this Agreement shall be convertible, without the payment of any additional consideration by the Holder and at the option of the Holder, into shares of common stock of the Company. In the event the Holder elects to convert, Company shall issue the number of shares of common stock equivalent to the amount calculated by converting the Principal Amount into Ordinary Shares on any date (a “outstanding and all unpaid and accrued interest due under the loan evidenced by this Agreement, as of the Conversion Date”), into such shares of common stock at a price per share of $0.35. The Principal Amount outstanding shall continue to accrue interest, and Company shall be obligated to pay such interest, according to the terms and conditions of this Agreement until the Conversion Date. All unpaid and accrued interest due under the loan as of the Conversion Date evidenced by this Agreement shall be paid in cash within three (3) business days from the Conversion Date. (b) In order for Holder to convert the Principal Amount outstanding under this Agreement into shares of common stock of the Company, Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior a written notice to 11:59 p.m., New York time, on Company that Holder elects to make such date, a copy conversion. Any conversion made at the election of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the 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 an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant deemed to such conversion have been made immediately prior to the Holder’s (close of business on the date Company is deemed to have received such notice, and Holder or its designee’s) account with DTC through its Deposit/Withdrawal at Custodian system, nominee or (II) if the Transfer Agent is not participating in FAST, upon the request of the Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons nominees entitled to receive the Ordinary Shares issuable upon conversion shares of this Note common stock of Company shall be treated for all such purposes as the record holder or holders of such Ordinary Shares shares of common stock on such date (the “Conversion Date”). Notwithstanding anything Company shall have no obligation to issue any fractional shares upon conversion. Any fractional shares shall be rounded up to the contrary contained in nearest whole share. (c) Company agrees (a) that the shares issuable upon conversion of this Note or Agreement shall be “Registrable Securities” under the Registration Rights Agreement (the “Registration Rights Agreement”) between Company and Holder, a copy of which is attached hereto and incorporated herein by reference as defined in Exhibit A and (b) that Holder shall have the Securities Purchase Agreement), within five (5) days after the effective date rights and obligations of the Registration Statement (as defined in a “Holder” set forth on the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To Subject to the limitations set forth in Sections 5.3 and 5.4, at the option of the Purchasers, each Purchaser shall have the right to convert all or any Conversion Amount portion of the Notes held by such Purchaser at any time into Ordinary Shares on any date (Common Stock at a “Conversion Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I price (the “Conversion NoticePrice”) equal to the Company. If required by Section 3(c)(iii), within two lower of: (2a) Trading Days following a conversion of this Note, $2.44 or (b) the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to lowest price per share at which the Company sells securities in any Equity Financing after the Effective Date and through (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1stand including) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Funding Threshold is met (such sale price under clause (b) being referred to herein as the “Floor Price” and being calculated as set forth in this Section 5.1). (a) If the Company has received issues any Equity Securities after the Effective Date that are convertible into or exchangeable for Common Stock (a Conversion Notice “Derivative Security”), then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto) issuable upon the exercise or conversion of such Derivative Securities shall be used in determining the effective price per share at which the underlying Common Stock was offered and sold in calculating the Floor Price. (b) If the terms of any Derivative Security are revised as a result of an amendment to such terms (or such earlier date as required any other adjustment pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date provisions of such Ordinary Shares Derivative Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable pursuant upon the exercise, conversion and/or exchange of any such Derivative Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the effective sale price of the underlying Common Stock for purposes of this Section 5.1 shall be readjusted to such Conversion Noticeprice as would have obtained had such revised terms been in effect upon the original date of issuance of such Derivative Security. (c) If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Derivative Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time such Derivative Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Floor Price shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in Section 5.1(b)). If the “Share Delivery Deadline”number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Derivative Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Derivative Security is issued or amended, any adjustment to the Floor Price that would result at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price that such issuance or amendment took place at the time such calculation can first be made. (d) The Company shall provide prompt (Iand in any event, within two Business Days) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion written notice to the Holder’s (Purchasers of any event 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 Holder, issue and deliver (via nationally recognized overnight delivery service) occurrence that gives rise to the address as specified an adjustment in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If Price under this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled5.1.

Optional Conversion. To convert any Conversion Amount into Ordinary Common Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 5:00 p.m., New York time, on such date, a copy of an executed notice of conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this NoteNote as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via by electronic mail or otherwise a treasury direction and acknowledgment of confirmation and representation as to whether or not such Common Shares may then be resold pursuant to Rule 144 or an acknowledgment effective and available registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statementherein. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I1) if provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) the DTC Fast Automated Securities Transfer Program and the Required Unrestricted Conditions (“FAST”)as defined in the Securities Purchase Agreement) are satisfied, credit such aggregate number of Ordinary Common Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal at Custodian system, system or (II2) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program or the Required Unrestricted Conditions are not satisfied, upon the request of the Holder, issue and deliver (via nationally recognized reputable overnight delivery servicecourier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing for the number of Ordinary Common Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to 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, shall as soon as practicable, 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 Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Common Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement Agreement, after the Effective Date (as defined in the Securities Purchase Registration Rights Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended Ordinary Common Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has been named in the Registration Statement and has certified that such Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled. At any time on or after September 1, 2020, in connection with any conversion of this Note hereunder, in the event that an effective registration statement is not available for the resale by the Holder of all, or any part, of the Common Shares issuable in such conversion and such Common Shares are not eligible to be resold by the Holder pursuant to Rule 144 (such applicable Common Shares not eligible or available, as applicable, for resale by the Holder through an effective registration statement or in reliance on Rule 144, each a “Restricted Share”), the Company shall pay cash in exchange for the cancellation of such portion of this Note convertible into such Restricted Shares at a price equal to the sum of (i) the product of (x) such aggregate number of Restricted Shares and (y) the VWAP of the Common Shares on such Conversion Date and (ii) to the extent of any Buy-In related thereto, any Buy-In Payment Amount, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith (collectively, the “Restricted Share Cancellation Amount”). For the avoidance of doubt, if at any time on or after September 1, 2020, both an effective registration statement and Rule 144 are not available to the Holder for the resale of Common Shares issuable upon conversion of this Note and the Company has delivered at least five (5) Trading Days prior written notice to the Holder that both an effective registration statement and Rule 144 are not available to the Holder for the resale of Common Shares issuable upon conversion of this Note and that the Company shall satisfy all conversions hereunder in cash, until such time as such written notice is revoked by the Company, (I) the Holder shall receive upon conversion of this Note the applicable Restricted Share Cancellation Amount with respect to each such conversion, (II) the Company shall not be obligated to pay any additional amounts pursuant to Section 3(c)(ii) below in connection with the failure to delivery Common Shares in connection therewith and (III) the failure to deliver such Common Shares shall not be an Triggering Event or an Event of Default hereunder.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)a) In addition to and without limiting the rights of the holder of this Warrant under the terms of this Warrant, the Holder holder of this Warrant shall deliver have the right (whether via electronic mail the "Conversion Right") to convert this Warrant or otherwise), for receipt on any portion thereof into shares of Common Stock as provided in this paragraph 10 at any time or from time to time after the first anniversary of the date hereof and prior to 11:59 p.m.its expiration, New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) subject to the Companyrestrictions set forth in paragraph (c) below. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion Upon exercise of this Note, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking Conversion Right with respect to a particular number of shares subject to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent Warrant (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”"Converted Warrant Shares"), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion holder of this Note shall be treated for all purposes as Warrant, without payment by the record holder of any exercise price or holders any cash or other consideration, that number of such Ordinary Shares on the Conversion Date. Notwithstanding anything shares of Common Stock equal to the contrary contained in this Note or quotient obtained by dividing the Registration Rights Agreement Net Value (as hereinafter defined) of the Converted Warrant Shares by the fair market value (as defined in the Securities Purchase Agreement)paragraph (d) below) of a single share of Common Stock, within five (5) days after the effective date determined in each case as of the Registration Statement close of business on the Conversion Date (as defined hereinafter defined). The "Net Value" of the Converted Warrant shares shall be determined by subtracting the aggregate warrant purchase price of the Converted Warrant Shares from the aggregate fair market value of the Converted Warrant Shares. Notwithstanding anything in this paragraph 10 to the Registration Rights Agreement)contrary, the Conversion Right cannot be exercised with respect to a number of Converted Warrant Shares having a Net Value below $100. No fractional shares shall be issuable upon exercise of the 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 cause the Transfer Agent to deliver unlegended Ordinary Shares pay to the Holder holder of this Warrant an amount in cash equal to the fair market value of the resulting fractional share. (or its designeeb) The Conversion Right may be exercised by the holder of this Warrant by the surrender of this Warrant at the principal office of the Company together with a written statement specifying that the holder thereby intends to exercise the Conversion Right and indicating the number of shares subject to this Warrant which are being surrendered (referred to in paragraph (a) above as the Converted Warrant Shares) in connection exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company of this Warrant together with the aforesaid written statement, or on such later date as is specified therein (the "Conversion Date"), but not later than the expiration date of this Warrant. Certificates for the shares of Common Stock issuable upon exercise of the Conversion Right, together with a check in payment of any sale of Registrable Securities (as defined fractional share and, in the Registration Rights Agreement) with respect case of a partial exercise, a new warrant evidencing the shares remaining subject to which the Holder has entered into a contract for salethis Warrant, and delivered a copy shall be issued as of the prospectus included as part of the particular Registration Statement Conversion Date and shall be delivered to the extent applicableholder of this Warrant within 15 days following the Conversion Date. (c) In the event the Conversion Right would, and at any time this Warrant remains outstanding, be deemed by the Company's independent certified public accountants to give rise to a material charge to the Company's earnings for which financial reporting purposes, then the Holder has not yet settledConversion Right shall automatically terminate upon the Company's written notice to the holder of this Warrant of such adverse accounting treatment. (d) For purposes of this paragraph 10, the "fair market value" of a share of Common Stock as of a particular date shall be its "market price", calculated as described in paragraph 4(h) hereof.

Optional Conversion. To Payee shall have the right, at Payee's option, at any time and from time to time prior to repayment of all amounts due under this Convertible Note or maturity of this Convertible Note, to convert all or any portion of the outstanding Principal due under this Convertible Note into up to Seven Hundred Thousand (700,000) fully paid and nonassessable shares (the "Conversion Amount into Ordinary Shares on any date Shares") of the Company's common stock, par value $.001 per share (a “Conversion Date”the "Common Stock"), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, at a copy of an executed conversion notice in the form attached hereto as Exhibit I price equal $.71 per share (the “"Conversion Notice”) Price"). The number of Conversion Shares and the Conversion Price are each as set forth in Section 5 hereof. a. In order to exercise the conversion privilege, Payee shall surrender this Convertible Note, duly endorsed, to the Company's principal address set forth above, together with written notice of conversion to the Company that Payee elects to convert this Convertible Note or the portion thereof specified in said notice. If required by Section 3(c)(iii)As promptly as practicable after the surrender of this Convertible Note as aforesaid, in full or in part, and in any event within two ten (210) Trading Days following days thereafter, the Company, at its expense, shall issue and deliver to Payee a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of this Note, the Holder shall surrender this Convertible Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, portion thereof registered in the name of Payee in accordance with the Holder (provisions of this Section 4 and a check or its designee)cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, evidencing the number of Ordinary Shares to which the Holder as provided below. In case this Convertible Note shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant partial conversion, the Company shall execute and deliver to Section 3(c)(iii) and Payee, without charge, a new Convertible Note in an aggregate principal amount equal to the outstanding Principal is greater than the Principal unconverted portion of the Conversion Amount being surrendered Convertible Note, provided that, except for the amount of shares into which the new Convertible Note may be converted, the new Convertible Note shall have all of the same terms and conditions as this Convertible Note. b. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which this Convertible Note shall have been surrendered and the conversion notice shall have been received by the Company, as aforesaid and Payee shall be deemed to have become on said date the holder of record of the shares of Common Stock issuable upon such conversion. c. No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of this Convertible Note. If any fractional share of Common Stock would be issuable upon the conversion of this Convertible Note, then the Company shall, as soon as practicable, and shall make an adjustment therefor in no event later than two (2) Business Days after receipt of this Note and cash at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion price. d. Upon any conversion of this Note Convertible Note, or any portion hereof, appropriate cash adjustment shall be treated made for or on account of any interest accrued hereon or such portion. Upon conversion of all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date any portion of the Registration Statement (as defined in the Registration Rights Agreement)unpaid Principal amount hereof, the Company principal obligation due hereunder shall cause the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement be deemed reduced to the extent applicable, and for which of the Holder has not yet settledvalue of the aggregate conversion price of the Common Stock acquired thereby.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares shares of Conversion Stock on any date (each date on which the applicable requirements set forth in clause (A) below shall have been satisfied, a “Conversion Date”), the Holder each applicable Class B Lender shall deliver (whether via A) transmit by facsimile or electronic mail (or otherwiseotherwise deliver), for receipt delivery on or prior to 11:59 p.m., 5:00 p.m. (New York City time, ) on such date, a copy of an executed notice of conversion notice in the form attached hereto as Exhibit I (the a “Conversion Notice”) to the Company. If Parent Entity and (B) if Notes have been issued and if required by Section 3(c)(iii1(c)(iv), within two but without delaying the Parent Entity’s obligation to deliver shares of Conversion Stock on the applicable Share Delivery Date (2) Trading Days following a conversion of this Noteas defined below), surrender any Notes representing the Holder shall surrender this Note Conversion Amount to be converted to a nationally recognized overnight delivery service common carrier for delivery to the Company Parent Entity as soon as practicable on or following such date (or an indemnification undertaking affidavit with respect to this Note such Notes in the case of its their loss, theft theft, destruction or destruction mutilation together with such security or indemnity as contemplated may be required by Section 18(bthe 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 guarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Trading Business Day following the date of receipt delivery of a Conversion Notice, the Company Parent Entity shall transmit via by facsimile or electronic mail an acknowledgment a confirmation of receipt of such Conversion Notice to the Holder applicable Class B Lenders and the CompanyParent Entity’s transfer agent for the Common Stock (the “Transfer Agent”), and instruct . The Parent Entity shall use commercially reasonable efforts to issue in uncertificated book-entry form the Transfer Agent number of shares of Conversion Stock to process such Conversion Notice in accordance with which the terms herein and provide confirmation as to whether such Ordinary Shares may then Class B Lenders shall be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On entitled on or before the second third (2nd3rd) Trading Business Day following the date on which the Company has received a Conversion Notice (or such earlier date as required Required Class B Lenders pursuant to Section 1(a), have delivered Conversion Notices to the Exchange Act or other applicable law, rule or regulation for the settlement of Parent Entity (a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company subject to adjustment as provided in Section 1(c)(ii), and evidence thereof shall (I) if be promptly delivered by the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal at Custodian systemapplicable Class B Lenders. If requested by any Class B Lender, or (II) if the Transfer Agent is not participating in FAST, upon the request of the Holder, Parent Entity shall issue and deliver (via nationally recognized overnight delivery service) to the applicable address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (applicable Class B Lender or its designee), evidencing for the number of Ordinary Shares shares of Conversion Stock to which the Holder such Class B Lender shall be entitled pursuant entitled. Any certificate representing shares of Conversion Stock, or any shares of Conversion Stock issued in book-entry form, shall bear, in addition to such conversionany 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 this any Note that has been issued is physically surrendered for conversion pursuant to as required by Section 3(c)(iii1(c)(iv) and the outstanding Principal principal of all Notes surrendered is greater than the Principal principal portion of the Conversion Amount being converted, then the Company Parent Entity shall, at the applicable Class B Lenders’ request, as soon as practicable, practicable and in no event later than two three (23) Business Days after receipt delivery of this Note such Note(s) and at its own expense, issue and deliver to the Holder (or its designee) applicable Class B Lender a new Note or Notes (in accordance with Section 18(d)11) representing the outstanding Principal principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion shares of Conversion Stock pursuant to this Note Exhibit K shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Conversion Stock as of the Close of Business on the applicable Conversion Date. Notwithstanding anything , irrespective of the date such shares of Conversion Stock are credited to the contrary contained in this Note such Person’s account or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration 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 Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy delivery of the prospectus included certificates evidencing such shares of Conversion Stock, as part of the particular Registration Statement to the extent applicablecase may be. THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and for which the Holder has not yet settledAS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION 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.

Optional Conversion. To (a) In addition to and without limiting the rights of RESoft under the terms of the Warrants, RESoft shall have the right (the “Conversion Right”) to convert any Warrant or any portion of any Warrant into shares of Common Stock as provided in this Paragraph 7 after the Effective Date prior to its expiration. Upon exercise of the Conversion Amount into Ordinary Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to RESoft, without payment by RESoft 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 hereinafter defined) of the Converted Warrant Shares by the fair market value (as defined in Paragraph (d) below) of a single share of Common Stock, determined in each case as of the close of business on any the Conversion Date (as hereinafter defined). The “Net Value” of the Converted Warrant Shares shall be determined by subtracting the aggregate warrant purchase price of the Converted Warrant Shares from the aggregate fair market value of the Converted Warrant Shares. No fractional shares shall be issuable upon exercise of the 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 RESoft an amount in cash equal to the fair market value of the resulting fractional share. (b) The Conversion Right may be exercised by RESoft by the surrender of the Warrant at the principal office of the Company together with a written statement specifying that RESoft intends to exercise the Conversion Right and indicating the number of shares subject to the Warrant which are being surrendered (referred to in Paragraph (a) above as the Converted Warrant Shares) in exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company of this Warrant together with the aforesaid written statement, or on such later date as is specified therein (a the “Conversion Date”), but not later than the Holder shall deliver (whether via electronic mail or otherwise)expiration date of the Warrant. Certificates for the shares of Common Stock issuable upon exercise of the Conversion Right, for receipt on or prior to 11:59 p.m.together with a check in payment of any fractional share and, New York time, on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”) to the 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 an indemnification undertaking with respect to this Note in the case of its lossa partial exercise, theft or destruction as contemplated by Section 18(b)). On or before a new warrant evidencing the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice shares remaining subject to the Holder and the Company’s transfer agent (the “Transfer Agent”)Warrant, and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address issued as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, as soon as practicable, Date 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 Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on delivered to RESoft within ten (10) days following the Conversion Date. Notwithstanding anything to the contrary contained in . (c) For purposes of this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of the Registration Statement (as defined in the Registration Rights Agreement)Paragraph 7, the Company “fair market value” of a share of Common Stock as of a particular date shall cause the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (or be its designee“market price”, calculated as described in Paragraph 4(e) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledhereof.

Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”)a) In addition to and without limiting the rights of the holder of this Warrant under the terms of this Warrant, the Holder holder of this Warrant shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed conversion notice in have the form attached hereto as Exhibit I right (the “"Conversion Notice”Right") to convert this Warrant or any portion thereof into shares of Common Stock as provided in this paragraph 9 at any time from and after the Company. If required by Section 3(c)(iii)Issuance Date and to and including the Expiration Date, 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 subject to the Company restrictions set forth in paragraph (or an indemnification undertaking c) below. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent Warrant (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Deadline”"Converted Warrant Shares"), the Company shall (I) if the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the 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 Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), evidencing the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal 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 two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon conversion holder of this Note shall be treated for all purposes as Warrant, without payment by the record holder of any exercise price or holders any cash or other consideration, that number of such Ordinary Shares on the Conversion Date. Notwithstanding anything shares of Common Stock equal to the contrary contained in this Note or quotient obtained by dividing the Registration Rights Agreement Net Value (as hereinafter defined) of the Converted Warrant Shares by the fair market value (as defined in the Securities Purchase Agreement)paragraph (d) below) of a single share of Common Stock, within five (5) days after the effective date determined in each case as of the Registration Statement close of business on the Conversion Date (as defined hereinafter defined). The "Net Value" of the Converted Warrant Shares shall be determined by subtracting the aggregate warrant purchase price of the Converted Warrant Shares from the aggregate fair market value of the Converted Warrant Shares. Notwithstanding anything in this paragraph 9 to the Registration Rights Agreement)contrary, the Conversion Right cannot be exercised with respect to a number of Converted Warrant Shares having a Net Value below $100. No fractional shares shall be issuable upon exercise of the 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 cause the Transfer Agent to deliver unlegended Ordinary Shares pay to the Holder (or its designee) holder of this Warrant an amount in connection with any sale of Registrable Securities (as defined in cash equal to the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy fair market value of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledresulting fractional share.