Common use of Assumption Clause in Contracts

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be If, at any time while this Note is outstanding, the Company) formed by, resulting from directly or surviving indirectly, in one or more related transactions effects any Fundamental Transaction or a Fundamental Transaction occurs or is consummated, then, upon any subsequent conversion of this Note, the Person with which Holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 3(d) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3(d) on the conversion of this Note). For purposes of any such conversion, the determination of the Conversion Price shall have been entered into be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) assumes to assume in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental TransactionTransaction and shall, including agreements to at the option of the Holder, deliver to the Holder in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) this Note which is convertible for a corresponding number of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the shares of capital stock of such Successor Entity (including or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, reasonably satisfactory in form and substance to the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for added to the term “Company” under this Note (so that from and after the date occurrence or consummation of such Fundamental Transaction, the provisions each and every provision of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to each of the Company and the Successor EntityEntity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Note and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be Successor Entity and, if an entity other than the Company) formed by, resulting from Successor Entity is the entity whose capital stock or surviving any Fundamental Transaction or assets the Person with which holders of the Common Stock are entitled to receive as a result of such Fundamental Transaction shall have been entered into Transaction, such other entity (the “Successor Other Entity”) ), assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental TransactionTransaction (which approval shall not be unreasonably withheld), including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity or Other Entity, as applicable, evidenced by a written instrument substantially similar in form and substance to the NoteNotes and with appropriate provisions such that the rights and interests of the Holder and the economic value of this Note are in no way diminished by such Fundamental Transaction, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the Note, Notes and reasonably satisfactory to the Holder Required Holders, and (ii) the Successor Entity or the Other Entity, as applicable (including its parent entity) Parent Entity), is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity or the Other Entity, as applicable, shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity or the Other Entity, as applicable), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity or such Other Entity, as applicable, had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity or the Other Entity, as applicable, shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company's Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their its equivalent) of the Successor Entity (including its parent entity) which or the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Other Entity, as applicable, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (i) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, and the other Transaction Documents in accordance with the provisions of this Section 3.4(a(ii) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Major Transaction, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to an instrument representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking and security Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the Noteholders of Common Stock in the Major Transaction), and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note and the other Transaction Documents Warrant referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption.”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, market listed in the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global definition of Trading Market or The New York Stock Exchange, Inc. in the Purchase Agreement. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (iA) the Person (which may be the Company) formed by, successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement (but only if there will be an outstanding balance under the Facility Agreement immediately following the closing of the Major Transaction) and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a(ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionMajor Transaction (not to be unreasonably withheld or delayed), including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and reasonably satisfactory to the Holder and (iiB) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Public Successor Entity. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this Note.Warrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing (with the purchase of at least a majority of the outstanding shares of the Company’s Common Stock automatically constituting an assumption in writing) all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a4(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding stated value and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NotePreferred Shares, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Principal Market or The New York Stock Exchange, Inc. an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery Certificate of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteDesignations. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) Notwithstanding the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the foregoing provisions of this Section 3.4(aArticle 7, following the date which is six (6) pursuant months from the Closing Date, Lender shall not unreasonably withhold consent to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note (A) a security Transfer of the Successor Entity evidenced Properties in their entirety and the assumption of the Loan, the Mortgage Loan and the Senior Mezzanine Loan by any Person, (B) a Transfer of the Senior Mezzanine Collateral and assumption of the Senior Mezzanine Loan and the entire Loan by any Person, or (C) a Transfer of the Collateral and assumption of the entire Loan by any Person (any such Person shall be hereinafter referred to as a “Transferee”) provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (b) Borrower shall deliver written instrument substantially similar notice to Lender of the terms of such proposed Transfer not less than sixty (60) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in form and substance to the Noteevaluating an initial extension of credit, includingwhich information shall include, without limitation, having Principal a fully executed copy of the purchase and Interest sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee’s and its principals’ relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Lender determines to be commercially reasonable and, if given, may be given subject to such conditions as Lender may deem reasonably appropriate; and without limiting the foregoing, all of the direct or indirect ownership interests in the Transferee, as applicable, all payments thereon and all proceeds thereof shall be pledged to Lender on terms no less favorable than the pledge of the Collateral under the Pledge Agreement); (c) Borrower shall pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non refundable assumption fee in an amount equal to the Principal then outstanding and any accrued and unpaid Interest thereon one-half of one percent (if any0.5%) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to then outstanding principal balance of the Note, and satisfactory to the Holder and (ii) all out of pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the Successor Entity proposed Transfer (including its parent entitywhich shall be paid whether or not the proposed Transfer actually occurs); (d) to the extent the Permitted Transfer is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence Transfer of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power all of the Company and Properties, Transferee shall assume all of the obligations of Mortgage Borrower under the Company Mortgage Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement in form and substance reasonably satisfactory to Lender; (B) to the extent the Permitted Transfer is a Transfer of all of the Senior Mezzanine Collateral, Transferee shall assume all of the obligations of Senior Mezzanine Borrower under this Note the Senior Mezzanine Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement in form and substance reasonably satisfactory to Lender; and (C) to the extent the Permitted Transfer is a Transfer of all of the Collateral, Transferee shall assume all of the obligations of Borrower under the Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement in form and substance reasonably satisfactory to Lender; (i) Transferee shall (A) if such Permitted Transfer is a Transfer of the Properties, assume and agree to pay the Debt (as defined in the Mortgage Loan Agreement) as and when due and shall assume all other obligations of Mortgage Borrower under the Mortgage Loan Documents subject to the provisions of Article 15 of the Mortgage Loan Agreement, (B) if such Permitted Transfer is a Transfer of the Senior Mezzanine Collateral, assume and agree to pay the Debt (as defined in the Senior Mezzanine Loan Agreement) as and when due and shall assume all other obligations of Senior Mezzanine Borrower under the Senior Mezzanine Loan Documents subject to the provisions of Article 15 of the Senior Mezzanine Loan Agreement and, (C) if such Permitted Transfer is a Transfer of the Collateral, assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, Transferee and its constituent partners, members or shareholders as Lender may require, including, without limitation, all of the entities which own interests similar to the interests in Senior Mezzanine Borrower owned by Borrower (the “Mezzanine Entities”), shall execute, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption, including, without limitation, a pledge and security agreement, whereby all of the direct ownership interests in all entities owned by the Mezzanine Entities, all payments with respect to such ownership interests and all proceeds of such ownership interests shall be pledged to Lender on terms satisfactory to Lender, and (ii) if required by Lender, a Person affiliated with Transferee and acceptable to Lender (a “Transferee Principal”) shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties or the Collateral or a Transfer of the Senior Mezzanine Collateral, as applicable; provided further, in no event shall any Transferee Principal be required to have or maintain any net worth or liquidity covenant of Guarantor under the Loan Documents as a condition to such Transfer; (f) Borrower and Transferee, without any cost to Lender, shall furnish any information requested by Lender for the preparation of, and shall authorize Lender to file, new financing statements and financing statement amendments and other documents to the fullest extent permitted by applicable Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (g) Transferee shall deliver to Lender, without any cost or expense to Lender, a UCC Title Insurance Policy insuring that equity interests of all owners of the Collateral are vested in the Mezzanine Entities and such certificates and other similar materials as Lender may deem necessary at the time of the transfer, all in form and substance satisfactory to Lender; (h) Transferee shall furnish to Lender, all documents evidencing Transferee’s and Mezzanine Entities’ organization and good standing, and the qualification of the signers to execute the assumption of the Debt, which documents shall include certified copies of all documents relating to the organization and formation of Transferee and of the entities, if any, which are partners or members of Transferee. Transferee and such constituent partners, members or shareholders of Transferee (as the case may be), as Lender shall require, shall comply with the covenants set forth in Article 6 hereof; (i) to the extent the Permitted Transfer is a Transfer of all of the Properties, Transferee shall assume the obligations of Mortgage Borrower or Operating Lessee under any Management Agreement or provide a new management agreement with a new manager which meets with the requirements of Section 5.14 hereof and assign to Lender as additional security such new management agreement pursuant to an Assignment of Management Agreement in form and substance reasonably satisfactory to Lender; (j) intentionally omitted; (k) Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel satisfactory to Lender and its counsel (A) that Transferee’s formation documents provide for the matters described in subparagraph (h) above, (B) that the assumption of the Debt has been duly authorized, executed and delivered, and that the assumption agreement and the other Transaction Loan Documents are valid, binding and enforceable against Transferee in accordance with the same effect their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (l) if such Successor Entity had been named as the Company herein. Upon consummation of required by Lender, Lender shall receive a Fundamental Transaction, the Successor Entity shall deliver Rating Agency Confirmation; (m) to the Holder confirmation that there shall be issued upon conversion or redemption extent the Permitted Transfer is a Transfer of this Note at any time after the consummation of such Fundamental Transaction, in lieu all of the Ordinary Shares issuable upon Properties, Transferee shall assume the conversion obligations of Mortgage Borrower or redemption Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (ii) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and substance reasonably satisfactory to Lender; (n) intentionally omitted; (o) the Senior Mezzanine Loan shall simultaneously be assumed by the equity owners of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted Transferee in accordance with the provisions Senior Mezzanine Loan Agreement; and (p) Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this NoteSection 7.4. Notwithstanding The consent of Lender with respect to a Transfer of the foregoingCollateral in its entirety to, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without and the assumption of this Note. The provisions of the Loan by, a Transferee pursuant to this Section 3.4(a7.4 shall not be construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Collateral. Upon the Transfer of the Collateral pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall apply similarly and equally be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of such transfer, except to successive Fundamental Transactions and shall be applied without regard the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to any limitations on the conversion date of this Notesuch transfer, whether or not discovered prior or subsequent to the date of such transfer.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Debenture and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder of this Debenture in exchange for the Note this Debenture a security of the Successor Entity (if other than the Company) evidenced by a written instrument substantially similar in form and substance to the Notethis Debenture, including, without limitation, having Principal a principal amount and Interest interest rates equal to the Principal principal amount then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note this Debenture, respectively, held by the Holder, having similar conversion rights terms as the Note this Debenture and having similar ranking and security to the Notethis Debenture, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares equity is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity (if other than the Company) shall succeed to, and be substituted for for, the Company (so that from and after the date of such Fundamental Transaction, the provisions of this Note Debenture and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note Debenture and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note Debenture at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Common Shares or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 13, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note this Debenture prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) equity of the Successor Entity (including including, if applicable, its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note Debenture been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteDebenture), as adjusted in accordance with the provisions of this NoteDebenture. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this NoteDebenture. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteDebenture.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (i1) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, and the other Transaction Documents in accordance with the provisions of this Section 3.4(a(2) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Major Transaction, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to an instrument representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking and security Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the Noteholders of Common Stock in the Major Transaction), and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note and the other Transaction Documents Warrant referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption.”

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i) above unless (i) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from such Major Transaction, or surviving any Fundamental Transaction or if the Person with which such Fundamental Transaction shall have been entered into Warrant is to be exercisable for shares of its Parent Entity (the as defined above), its Parent Entity (in each case, a “Successor Entity”) assumes ), shall have assumed in writing all of the obligations of the Company under this Note Warrant and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(asubsection (ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionMajor Transaction (not to be unreasonably withheld or delayed), including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to an instrument representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking and security Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the Noteholders of Common Stock in the Major Transaction), and satisfactory to similar registration rights as provided herein and under the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Registration Rights Agreement. Upon the occurrence of any Fundamental TransactionMajor Transaction treated as an Assumption hereunder, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement (or substantially similar instruments, if applicable) referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityor such shares of publicly traded common stock (or their equivalent) which if the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteSuccessor Entity is a Publicly Traded Successor Entity), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder of this Note in exchange for the this Note a security of the Successor Entity (if other than the Company) evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amount then outstanding and any accrued and unpaid Interest thereon (if any) the interest rate of the Note this Note, respectively, held by the Holder, having similar conversion rights as the this Note and having similar ranking and security to the this Note, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity (if other than the Company) shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the this Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including including, if applicable, its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each Holder, in exchange for the Note such Notes, a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding and any accrued and unpaid the Interest thereon (if any) Rate of the Note Notes held by the Holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Holder, and (ii) the Successor Entity (including or its parent entityParent Entity, as applicable) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares (or other securities, cash, assets or other property (except for such items issuable under Sections 6 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including or its parent entityParent Entity, as applicable) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, market listed in the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global definition of Trading Market or The New York Stock Exchange, Inc. in the Purchase Agreement. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption prepayment of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock issuable upon the conversion or redemption prepayment of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (such approval not to be unreasonably withheld or delayed) prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) either (A) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global an Eligible Market or The New York (B) such Fundamental Transaction is a Change of Control in which at least 90% of the outstanding shares of Common Stock Exchangeof the Company (other than shares held by the Successor Entity, Inc. its affiliates, and dissenting shareholders) are converted into the right to receive cash (a “Cash Acquisition”). Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note, or, if such Fundamental Transaction is a Cash Acquisition, the cash into which the shares of Common Stock issuable upon the conversion of the Notes were entitled to receive as a result of such Fundamental Transaction. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction (other than the Reverse Merger) unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents (as defined in the Securities Purchase Agreement) in accordance with the provisions of this Section 3.4(a) 7 pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) Stated Value of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NotePreferred Shares, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction with a Fundamental TransactionSuccessor Entity whose stock is publicly traded, the such Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Preferred Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Notethe Preferred Shares, including without limitation, the Maximum Percentage), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding Certificate of Designations, which the foregoingHolder would have been entitled to receive had such Holder converted the Preferred Shares in full (without regard to any limitations on conversion, including without limitation, the Maximum Percentage) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder's right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder may electand its other Attribution Parties exceeding the Maximum Percentage, if applicable, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at its sole option, by delivery of written notice which time or times such Holder shall be delivered such shares to the Company extent as if there had been no such limitation). Provision made pursuant to waive this Section 3.4(a) the preceding sentence shall be in a form and substance reasonably satisfactory to permit the Required Holders. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets or other property with respect to or in exchange for shares of Common Stock (a "Corporate Event"), the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that, and it shall be a required condition to the occurrence or consummation of such Corporate Event that, if so elected by a Holder on or prior to the occurrence or consummation of such Corporate Event, such Holder will have the right to receive upon surrender of such Holder's Preferred Shares upon the occurrence or consummation of the Corporate Event, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) such Holder is entitled to receive upon the conversion of such Holder's Preferred Shares prior to such Corporate Event (but not in lieu of such items still issuable under Sections 7(b) and 14, which shall continue to be receivable on the Common Stock or on such shares of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for shares of Common Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had such Holder's Preferred Shares been converted immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations on conversion, including without limitation, the assumption Maximum Percentage) (provided, however, to the extent that a Holder's right to receive any such shares of this Notepublicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times such Holder shall be delivered such shares to the extent as if there had been no such limitation). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Required Holders. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NotePreferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) 6 pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionRequired Holders, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding stated value and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note Holders and having similar ranking and security to the NotePreferred Shares, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note Certificate of Designations and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company hereinherein and therein. Upon In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the each Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 7 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this NoteCertificate of Designations), as adjusted in accordance with the provisions of this NoteCertificate of Designations. Notwithstanding the foregoing, the such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) 6 to permit the Fundamental Transaction without the assumption of this Notethe Preferred Shares. The provisions of this Section 3.4(a) 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes, respectively, held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 12, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents (as defined in the Securities Purchase Agreement) in accordance with the provisions of this Section 3.4(a) 7 pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental TransactionTransaction (such approval not to be unreasonably withheld or delayed), including agreements to deliver to the each Holder of Series B Preferred Shares in exchange for the Note such Series B Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) Stated Value of the Note Series B Preferred Shares held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NoteSeries B Preferred Shares, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction with a Fundamental TransactionSuccessor Entity whose stock is publicly traded, the such Successor Entity shall deliver to the such Holder confirmation that there shall be issued upon conversion or redemption of this Note the Series B Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Series B Preferred Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Notethe Series B Preferred Shares), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this NoteCertificate of Designations, which such Holder would have been entitled to receive had such Holder converted the Series B Preferred Shares in full (without regard to any limitations on conversion) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, at which time or times such Holder shall be delivered such shares to the extent as if there had been no such limitation). Notwithstanding Provision made pursuant to the foregoingpreceding sentence shall be in a form and substance reasonably satisfactory to the Required Holders. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets or other property with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that, and it shall be a required condition to the occurrence or consummation of such Corporate Event that, if so elected by a Holder may electon or prior to the occurrence or consummation of such Corporate Event, such Holder will have the right to receive upon surrender of such Holder’s Preferred Shares upon the occurrence or consummation of the Corporate Event, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) such Holder is entitled to receive upon the conversion of such Holder’s Preferred Shares prior to such Corporate Event (but not in lieu of such items still issuable under Sections 1(b) and 7(b), which shall continue to be receivable on the Common Stock or on such shares of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for shares of Common Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had such Holder’s Preferred Shares been converted immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations on conversion) (provided, however, to the extent that a Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at its sole option, by delivery of written notice which time or times such Holder shall be delivered such shares to the Company extent as if there had been no such limitation). Provision made pursuant to waive this Section 3.4(a) the preceding sentence shall be in a form and substance reasonably satisfactory to permit the Fundamental Transaction without the assumption of this NoteRequired Holders. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteSeries B Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements agreements, if so requested by the Holder, to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal and Interest a principal amount equal to the Principal principal amounts of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and reasonably satisfactory to the Holder and (ii) except with respect to a Change of Control in which the Company (or the Successor Entity, as applicable) complies with Section 5(b) in all respects, the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common capital stock is quoted on or listed for trading on an Eligible Market (a “Public Company”). Any security issuable or potentially issuable to the Holder pursuant to the terms of this Note on the consummation of a Fundamental Transaction shall be registered and freely tradable by the Holder without any eligible market, including The Nasdaq Capital Market, restriction or limitation or the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. requirement to be subject to any holding period pursuant to any applicable law. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon If the Successor Entity (or its Parent Entity) is a Public Company and the Company (or the Successor Entity), as applicable, complies with Section 5(b) below in all respects, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Section 6 which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets or other property with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that, and any applicable Successor Entity or Successor Entities shall ensure that the Holder will thereafter have the right to receive upon conversion of this Note at any time after the occurrence or consummation of the Corporate Event, shares of Common Stock or Successor capital stock or, if so elected by the Holder, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion of this Note prior to such Corporate Event (but not in lieu of such items still issuable under Sections 6(a) and 6(b), which shall continue to be receivable on the Common Stock or on such shares of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for shares of Common Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had this Note been converted immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations on conversion of this Note) (the “Change of Control Consideration”). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteTransactions.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction transaction resulting in a Change of Control unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory on or prior to the Holder and approved by the Holder prior to consummation of such Fundamental TransactionChange of Control, including agreements the agreement to deliver to the Holder of this Note in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon the interest rates of this Note (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the “Successor Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. ”). Upon the occurrence of any Fundamental TransactionChange of Control, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental TransactionChange of Control, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein, until such time as the Successor Note is delivered. Upon consummation of a Fundamental TransactionReclassification or Change of Control as a result of which holders of Common Stock shall be entitled to receive stock, securities, cash, assets or any other property with respect to or in exchange for such Common Stock, the Company or Successor Entity Entity, as the case may be, shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental TransactionReclassification or Change of Control, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the this Note prior to such Fundamental TransactionReclassification or Change of Control, such shares of the publicly traded Ordinary Shares (stock, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction Reclassification or Change of Control had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion Reclassification or Change of this Note)Control, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions Change of Control transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations in accordance with the provisions of this Section 3.4(a6(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionRequired Holders, including agreements to deliver to the each Holder in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding Stated Value and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note Default Dividend Rate and having similar ranking and security to the NotePreferred Shares, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company hereinherein and therein. Upon In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the each Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 7(b) and 18, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this NoteCertificate of Designations), as adjusted in accordance with the provisions of this NoteCertificate of Designations. Notwithstanding the foregoing, the any Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a6(a) to permit the Fundamental Transaction without the assumption of this Notethe Preferred Shares. The provisions of this Section 3.4(a) 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Notethe Preferred Shares.

Assumption. The Company Upon the Guarantor Effective Date (as defined in Amendment No. 2), without further act or deed, (a) the Initial Guarantor hereby assigns to the Replacement Guarantor, and the Replacement Guarantor hereby assumes, all obligations and liabilities (including the obligations under Article VII of the Credit Agreement) and all rights of the Initial Guarantor as “Company” under the Credit Agreement and under the other Loan Documents, (b) the Replacement Guarantor shall not enter into or be hereby become a party to a Fundamental Transaction unless the Credit Agreement as “Company” with the same force and effect as if originally named therein as the Company and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities (iincluding the obligations under Article VII of the Credit Agreement) and rights of the Initial Guarantor in such capacity, (c) the Person (Replacement Guarantor shall hereby be bound by the covenants, representations, warranties and agreements contained in the Credit Agreement and each other Loan Document to which may it is a party and which are binding upon, and to be the Company) formed observed or performed by, resulting from the Initial Guarantor or surviving any Fundamental Transaction or “Company” under the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note Credit Agreement and the other Transaction Loan Documents in accordance with to which it is a party , (d) the provisions Replacement Guarantor hereby ratifies and confirms the validity of, and all of this Section 3.4(a) pursuant to written agreements in form its obligations and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, liabilities (including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) obligations under Article VII of the Note held by Credit Agreement) under, the Holder, having similar conversion rights as the Note Credit Agreement and having similar ranking and security such other Loan Documents to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) which it is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible marketparty, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring e) each reference to the “Company” or in the “Maker” Credit Agreement and in any other Loan Document shall hereby be deemed to refer instead to the Successor Entity)Replacement Guarantor and (f) pursuant to Section 4 of Amendment No. 2, the Initial Guarantor shall be released from its obligations under the Credit Agreement and may exercise every right each other Loan Document to which it is a party. The Replacement Guarantor hereby represents and power warrants that after giving effect to this Agreement, each of the Company representations and shall assume all warranties contained in Article IV of the obligations of the Company under this Note Credit Agreement and the other Transaction Loan Documents with is true and correct in all material respects on and as of the same date hereof (after giving effect as if such Successor Entity had been named as the Company hereinto Amendment No. Upon consummation of a Fundamental Transaction2 and this Agreement), the Successor Entity shall deliver except to the Holder confirmation extent that there shall be issued upon conversion or redemption of this Note at any time after the consummation such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior earlier date (after giving effect to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had Amendment No. 2 and this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteAgreement), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a(ii) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Major Transaction, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this Note.Warrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction (not including one defined in subsection (i)(E) above, to which this subsection (ii) shall be inapplicable) unless (i) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a5(c)(ii) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Major Transaction, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and satisfactory to the Holder and (ii) the any Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”. Notwithstanding anything in this Section 5(c)(ii) to the contrary, (i) the Holder shall not have any rights under this Section 5(c)(ii) with respect to any Major Transaction that is structured as a transaction in connection with which the Company or its stockholders receive all cash and (ii) in the case of any Major Transaction that provides for the payment of both cash and securities to the Company and its stockholders, the Holder shall only have rights under this Section 5(c)(ii) with respect to the percentage of Warrants then owned by the Holder equal to the percentage of the consideration represented by the non-cash portion of the consideration.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction Change unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transactionagreements, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar ranking to the Notes, providing for the applicable conversion rights as herein (except that the Successor Entity shall have the right to deliver to the holder upon conversion subsequent to the Effective Date, in lieu of the Common Shares issuable upon the conversion of the Notes prior to such Effective Date, such shares, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the holder would have been entitled to receive upon the Effective Date had this Note been converted immediately prior to such Effective Date, based on the Conversion Rate in effect at the time of the conversion following the Effective Date) and having similar ranking and security a conversion price equal to the Noteconversion price of the Notes held by such holder, and satisfactory as such price may be adjusted to reflect the Holder consideration paid in such Fundamental Change (the "SUCCESSOR NOTE") and (ii) prior to the Successor Entity (including its parent entity) is consummation of a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital MarketQualified IPO, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. perfection and priority of the Liens constituted by the Security Documents are not impaired. Upon the occurrence of any Fundamental TransactionChange, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental TransactionEffective Date, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” "COMPANY" shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, until such time as the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Noteis delivered. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions Changes and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (iA) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement (but only if there will be an outstanding balance under the Facility Agreement immediately following the closing of the Major Transaction), the SPA, the Collaboration Agreement and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a(ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Warrant Holders and approved by the Holder Required Warrant Holders prior to such Fundamental TransactionMajor Transaction (such approval not to be unreasonably withheld, conditioned or delayed), including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and reasonably satisfactory to the Holder Required Warrant Holders and (iiB) the any Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Publicly Traded Successor Entity. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption.”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be If, at any time while this Note is outstanding, the Company) formed by, resulting from directly or surviving indirectly, in one or more related transactions effects any Fundamental Transaction or a Fundamental Transaction occurs or is consummated, then, upon any subsequent conversion of this Note, the Person with which Holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 3(d) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the "Alternate Consideration") receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3(d) on the conversion of this Note). For purposes of any such conversion, the determination of the Conversion Price shall have been entered into be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “"Successor Entity”") assumes to assume in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental TransactionTransaction and shall, including agreements to at the option of the Holder, deliver to the Holder in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) this Note which is convertible for a corresponding number of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the shares of capital stock of such Successor Entity (including or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, reasonably satisfactory in form and substance to the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for added to the term "Company" under this Note (so that from and after the date occurrence or consummation of such Fundamental Transaction, the provisions each and every provision of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to each of the Company and the Successor EntityEntity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Note and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements agreements, if so requested by the Holder, to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal amount and the Default Rate of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) Required Holders. Upon the occurrence or consummation of any Fundamental Transaction in which the Company is not the Successor Entity (including its parent entity) is or in which the Common Stock ceases to be registered under the 1934 Act), and it shall be a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon required condition to the occurrence or consummation of any Fundamental TransactionTransaction that, the Company and the Successor Entity or Successor Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly and severally succeed to, and be substituted for added to the term “Company” under this Note (so that from and after the date of such Fundamental Transaction, the provisions each and every provision of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to each of the Company and the Successor EntityEntity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor Entities, jointly and severally, may exercise every right and power of the Company prior thereto and shall assume all of the obligations of the Company prior thereto under this Note and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. Upon consummation in this Note, and, solely at the request of a Fundamental Transactionthe Holder, if the Successor Entity and/or Successor Entities is a publicly traded corporation whose common capital stock is quoted on or listed for trading on an Eligible Market, shall deliver (in addition to and without limiting any right under this Note) to the Holder confirmation that there shall be issued in exchange for this Note a security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance to this Note and convertible for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities (the “Successor Capital Stock”) equivalent (as set forth below) to the shares of Common Stock acquirable and receivable upon conversion or redemption of this Note at (without regard to any time after limitations on the consummation conversion of this Note) prior to such Fundamental Transaction (such corresponding number of shares of Successor Capital Stock to be delivered to the Holder shall be equal to the greater of (I) the quotient of (A) the aggregate dollar value of all consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”), in such Fundamental Transaction, as such values are set forth in lieu any definitive agreement for the Fundamental Transaction that has been executed at the time of the Ordinary Shares issuable upon the conversion or redemption first public announcement of the Note prior to Fundamental Transaction or, if no such Fundamental Transactionvalue is determinable from such definitive agreement, such shares of as determined in accordance with Section 26 with the publicly traded Ordinary Shares (or their equivalentterm “Non-Cash Consideration” being substituted for the term “Conversion Price”) of the Successor Entity (including its parent entity) which that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the conversion of this Note) (the “Aggregate Consideration”) divided by (B) the per share Closing Sale Price of such corresponding Successor Capital Stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction and (II) the product of (A) the Aggregate Consideration and (B) the highest exchange ratio pursuant to which any stockholder of the Company may exchange Common Stock for Successor Capital Stock) (provided, however, to the extent that the Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then the Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for the Holder until such time or times, as its right thereto would not result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be delivered such shares to the extent as if there had been no such limitation), and such security shall be satisfactory to the Holder, and with an identical conversion price to the Conversion Price hereunder (such adjustments to the number of shares of capital stock and such conversion price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value of this Note that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of such Fundamental Transaction that, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation that there shall be issued upon conversion of this Note at any time after the occurrence or consummation of the Fundamental Transaction, as elected by the Holder solely at its option, shares of Common Stock, Successor Capital Stock or, in lieu of the shares of Common Stock or Successor Capital Stock (or other securities, cash, assets or other property purchasable upon the conversion of this Note prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteTransactions.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction Transaction, unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into shall succeed to the covenants, stipulations, promises and the agreements contained in this Note. so that the Holder shall have the right thereafter to convert this Note into the kind and amount of securities receivable upon such Fundamental Transactions by the Holder of the number of securities into which this Note could have been converted immediately prior to such Fundamental Transactions Merger. This provision shall similarly apply to successive Fundamental Transactions have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is common stock or common shares are quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, market listed in the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global definition of Trading Market or The New York Stock Exchange, Inc. in the Purchase Agreement. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Common Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Without limiting any rights of the Holder pursuant to paragraph (b) below, the Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to a written agreements in form and substance satisfactory to the Holder and approved by the Holder agreement prior to such Fundamental Transaction, including agreements an undertaking to deliver to the Holder in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rate of the this Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Company Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (stock, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Transaction, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing (with the purchase of at least a majority of the outstanding shares of the Company's Common Stock automatically constituting an assumption in writing) all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents Investors Rights Agreement in accordance with the provisions of this Section 3.4(a4(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding stated value and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NotePreferred Shares, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Principal Market or The New York Stock Exchange, Inc. an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery Certificate of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteDesignations. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a6(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionRequired Holders, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding stated value and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note Holders and having similar ranking and security to the NotePreferred Shares, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note Certificate of Designations and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company hereinherein and therein. Upon In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the each Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 7 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this NoteCertificate of Designations), as adjusted in accordance with the provisions of this NoteCertificate of Designations. Notwithstanding the foregoing, the such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a6(a) to permit the Fundamental Transaction without the assumption of this Notethe Preferred Shares. The provisions of this Section 3.4(a) 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a4(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteCertificate of Designations, including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) stated value of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NotePreferred Shares, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Company's Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (stock, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note the Preferred Shares been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Transaction, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery Certificate of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteDesignations. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement (and any notes issued thereunder) and provides registration rights comparable to those provided to the other Transaction Documents initial Holder under the Investor Rights Agreement, in accordance with the provisions of this Section 3.4(a(ii) (an “Assumption”) pursuant to written agreements and instruments (“Assumption Agreements”) necessary to effect such Assumption in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental TransactionMajor Transaction (such consents and approvals not to be unreasonably withheld or delayed), including agreements the delivery to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants (the “Successor Warrant”), including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity having the exercise rights contained herein (including its parent entity) which but not limited to the Holder would have been entitled to receive upon the happening prevailing aggregate Exercise Price at such time and underlying number and type of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations securities, based on the price per share or conversion ratio to be received by the holders of this Note)Shares in the Major Transaction) and containing the other rights set forth herein, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoingeach case, the Holder may elect, at its sole option, by delivery of written notice reasonably satisfactory to the Required Holders; provided, however, that the Facility Agreement and any notes issued thereunder shall not be required as Assumption Agreements in the event the Company to waive this Section 3.4(ahas prepaid all outstanding indebtedness (and all accrued interest) to permit owed under the Fundamental Transaction without the assumption of this NoteFacility Agreement. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant including any applicable ownership limitations. The Company shall not effect a Major Transaction that is being treated as an Assumption unless the Successor Warrant and other Assumption Agreements are issued and delivered to the Holder in accordance with the provisions hereof concurrently with the consummation of such Major Transaction and such issuance and delivery shall be an express written condition precedent to consummation of such Major Transaction.

Assumption. The Company Notwithstanding the foregoing provisions of this Article 7, following the date which is six (6) months after the Closing Date, Lender shall not enter into or be party unreasonably withhold consent to a Fundamental Transaction unless Transfer of the Property in its entirety or one hundred percent (100%) of the ownership interests in Borrower to, and the assumption of the Loan by, any Person (a "Transferee") provided that each of the following terms and conditions are satisfied: (a) no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (b) Borrower shall (i) deliver written notice to Lender of the Person terms of such proposed Transfer not less than sixty (60) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer and (ii) pay to Lender a non-refundable processing fee in the amount of $15,000. Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer's on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Property, the financial strength of Transferee and its principals, the general business standing of Transferee and its principals and Transferee's and its principals' relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender's agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Lender determines to be commercially reasonable and, if given, may be given subject to such conditions as Lender may deem reasonably appropriate; (c) Borrower shall pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non-refundable assumption fee in an amount equal to one-half of one percent (0.5%) of the then outstanding principal balance of the Note for the first such Transfer, and one percent (1.0%) of the then outstanding principal balance of the Note for each subsequent such Transfer, and (ii) all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); (i) Transferee shall assume and agree to pay the Debt as and when due and shall assume all other obligations of Borrower under the Loan Documents subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such Transfer, Transferee and its constituent partners, members or shareholders as Lender may be the Companyrequire, shall execute, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and (ii) formed byif required by Lender, resulting from or surviving any Fundamental Transaction or the a Person affiliated with which such Fundamental Transaction Transferee and acceptable to Lender (a "Transferee Principal") shall have been entered into (the “Successor Entity”) assumes in writing all of assume the obligations of Guarantor under the Company under this Note Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer; (e) Borrower and Transferee, without any cost to Lender, shall furnish any information requested by Lender for the preparation of, and shall authorize Lender to file, new financing statements and financing statement amendments and other Transaction Documents documents to the fullest extent permitted by applicable Legal Requirements, and shall execute any additional documents reasonably requested by Lender; (f) Borrower shall deliver to Lender, without any cost or expense to Lender, such endorsements to Lender's Title Insurance Policy insuring that fee simple or leasehold title to the Property, as applicable, is vested in accordance with Transferee (subject to Permitted Encumbrances), hazard insurance endorsements or certificates and other similar materials as Lender may deem necessary at the provisions time of this Section 3.4(a) pursuant to written agreements the transfer, all in form and substance satisfactory to Lender; (g) Transferee shall furnish to Lender, all documents evidencing Transferee's organization and good standing, and the Holder and approved by qualification of the Holder prior signers to such Fundamental Transactionexecute the assumption of the Debt, including agreements to deliver which documents shall include certified copies of all documents relating to the Holder in exchange for the Note a security organization and formation of Transferee and of the Successor Entity evidenced by entities, if any, which are partners or members of Transferee. Transferee and such constituent partners, members or shareholders of Transferee (as the case may be), as Lender shall require, shall comply with the covenants set forth in Article 6 hereof; (h) If a written instrument substantially Management Agreement has been entered into pursuant to the terms hereof, Transferee shall assume the obligations of Borrower under any Management Agreement or provide a new management agreement with a new manager which meets with the requirements of Section 5.14 hereof and assign to Lender as additional security such new management agreement pursuant to an assignment and subordination of management agreement and consent of manager or similar agreement in form and substance reasonably satisfactory to Lender; (i) Transferee shall assume the obligations of Borrower under any Deposit Account Control Agreement or provide a new Deposit Account Control Agreement with a new Deposit Bank in form and substance reasonably satisfactory to Lender; (j) Transferee shall furnish to Lender, if required by the Lender, a REMIC Opinion, a New Non-Consolidation Opinion and an opinion of counsel satisfactory to Lender and its counsel (A) that Transferee's formation documents provide for the matters described in subparagraph (g) above, (B) that the assumption of the Debt has been duly authorized, executed and delivered, and that the assumption agreement and the other Loan Documents are valid, binding and enforceable against Transferee in accordance with their terms, (C) that Transferee and any entity which is a controlling stockholder, member or general partner of Transferee, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request; (k) if required by Lender, Lender shall receive a Rating Agency Confirmation; and (l) Borrower's obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) satisfaction of the Note held by terms and conditions of this Section 7.4. The consent of Lender with respect to a Transfer of the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including Property in its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed entirety to, and the assumption of the Loan by, a Transferee pursuant to this Section 7.4 shall not be substituted construed to be a waiver of the right of Lender to consent to any subsequent Transfer of the Property. Upon the Transfer of the Property pursuant to this Section 7.4, Borrower and Guarantor (if a Transferee Principal has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under the Loan Documents for (so that from and acts, events, conditions, or circumstances occurring or arising after the date of such Fundamental Transactiontransfer, the provisions of this Note and the other Transaction Documents referring except to the “Company” extent that such acts, events, conditions, or circumstances are the “Maker” shall refer instead proximate result of acts, events, conditions, or circumstances that existed prior to the Successor Entity)date of such transfer, and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver whether or not discovered prior or subsequent to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation date of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notetransfer.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be Successor Entity and, if an entity other than the Company) formed by, resulting from Successor Entity is the entity whose capital stock or surviving any Fundamental Transaction or assets the Person with which holders of the Common Stock are entitled to receive as a result of such Fundamental Transaction shall have been entered into Transaction, such other entity (the “Successor Other Entity”) ), assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental TransactionTransaction (which approval shall not be unreasonably withheld), including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity or Other Entity, as applicable, evidenced by a written instrument substantially similar in form and substance to the NoteNotes and with appropriate provisions such that the rights and interests of the Holder and the economic value of this Note are in no way diminished by such Fundamental Transaction, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the Note, Notes and reasonably satisfactory to the Holder Required Holders, and (ii) the Successor Entity or the Other Entity, as applicable (including its parent entity) Parent Entity), is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity or the Other Entity, as applicable, shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity or the Other Entity, as applicable), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity or such Other Entity, as applicable, had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity or the Other Entity, as applicable, shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their its equivalent) of the Successor Entity (including its parent entity) which or the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Other Entity, as applicable, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity (if a Person other than the Company (which may be with the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”Company being deemed to automatically so assume)) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental TransactionTransaction (which approval shall not be unreasonably withheld), including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts and the interest rates of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including or its parent entityParent Entity if such assumption is effected by the Parent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity (if a Person other than the Company (with the Company being deemed to automatically so assume)) shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity (if a Person other than the Company (with the Company being deemed to automatically so assume)) shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Common Shares of the Company (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteParent Entity), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common equity is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 16, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common equity (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company Corporation shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company Corporation under this Note and the other Transaction Documents Certificate of Designations in accordance with the provisions of this Section 3.4(a) 5 pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Series A Preferred Stock in exchange for the Note such Series A Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) Stated Value of the Note Series A Preferred Stock held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NoteSeries A Preferred Stock, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” "Corporation" shall refer instead to the Successor Entity), and may exercise every right and power of the Company Corporation and shall assume all of the obligations of the Company Corporation under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company Corporation herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Series A Preferred Stock at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately Series A Preferred Stock prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Notethe Series A Preferred Stock), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding Certificate of Designations, which the foregoingHolder would have been entitled to receive had such Holder converted the Series A Preferred Stock in full (without regard to any limitations on conversion, including without limitation, the Maximum Percentage) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder may electexceeding the Maximum Percentage, then the Holder shall not be entitled to receive such shares to such extent (or to beneficially own any shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage, at its sole option, by delivery of written notice which time such Holder shall be delivered such shares to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Noteextent as if there had been no such limitation). The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Series A Preferred Stock.

Assumption. The On or prior to the consummation of any Change of Control, the Company shall not enter into or be party to a Fundamental Transaction unless (i) the will secure from any Person (which may be purchasing the Company) formed by, ’s assets or Common Stock or any successor resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into Change of Control (the in each case, an “Successor Acquiring Entity”) assumes in writing all a written agreement to guaranty the obligations of the Company under the Notes and the Other Notes or assume the obligations of the Company under this Note and the Other Notes. In addition if the common stock of the Acquiring Entity is not listed or traded on an Eligible Market (a “Public Acquiring Entity”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon a conversion of this Note, in lieu of the shares of Common Stock which would have been otherwise receivable upon such conversion, such securities or other Transaction Documents assets received by the holders of Common Stock in accordance connection with the provisions consummation of such Change of Control in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate as in effect immediately prior to the Change of Control. In the event that the Acquiring Entity is a Public Acquiring Entity, then in addition to the guaranty provided for in the first sentence of this Section 3.4(a) pursuant 5(b), the Company will ensure that such Public Acquiring Entity delivers to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes, a security of the Successor Public Acquiring Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount, interest rate, rank, security interest, conversion price and Interest conversion rights equivalent to those governing the Notes held by such holder, such that this Note shall thereafter be convertible into such common stock at an initial conversion rate equal to the Principal product of (x) the Conversion Rate then outstanding in effect and any accrued and unpaid Interest thereon (if anyy) a fraction the numerator of which is the closing price of the Note held by Common Stock on the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after day immediately preceding the consummation of such Fundamental Transaction, in lieu the Change of Control and the Ordinary Shares issuable upon denominator of which is the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening closing price of such Fundamental Transaction had this Note been converted Public Acquiring Entity’s common stock on the day immediately prior to the consummation of the Change of Control. In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose common stock is listed, designated or quoted on a securities exchange or trading market, then such Fundamental Transaction (without regard Person shall be deemed to any limitations on be the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NotePublic Acquiring Entity for all purposes hereof. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions Changes of Control and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes, respectively, held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common equity is quoted on or listed for trading on any eligible marketan Eligible Market or, including The Nasdaq Capital with respect to a Change of Control in compliance with the terms of this Note, a Canadian Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Common Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction), such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note. The Company shall not consummate any Change of Control unless, upon consummation of such Change of Control, the Company has either (x) paid off, in full, all of the Permitted Senior Indebtedness or (y) obtained the written consent of the holders of all Permitted Senior Indebtedness that will remain outstanding thereafter to the payments to the Holder set forth in Section 5(b) below without regard to any subordination thereof to such Permitted Senior Indebtedness or any other term or condition in the Intercreditor Side Letters.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Company’s Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (stock, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Transaction, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) other than in connection with a Cash Transaction, the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global an Eligible Market or The New York Stock Exchange, Inc. (a "PUBLIC SUCCESSOR ENTITY"). Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Company's Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their its equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteParent Entity), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a6(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved Required Holders, including agreements, if so requested by the Holder prior to such Fundamental TransactionHolder, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal amounts and the Default Rate of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and reasonably satisfactory to the Holder and Required Holders. No later than (i) thirty (30) days prior to the occurrence or consummation of any Fundamental Transaction or (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Marketif later, the NYSE American LLCfirst Trading Day following the date the Company first becomes aware of the occurrence or potential occurrence of a Fundamental Transaction, The Nasdaq Global Select Market, The Nasdaq Global Market the Company shall deliver written notice thereof via facsimile or The New York Stock Exchange, Inc. electronic mail and overnight courier to the Holder. Upon the occurrence or consummation of any Fundamental Transaction, the Company and the Successor Entity or Successor Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly and severally succeed to, and be substituted for added to the term "Company" under this Note (so that from and after the date of such Fundamental Transaction, the provisions each and every provision of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to each of the Company and the Successor EntityEntity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor Entities, jointly and severally, may exercise every right and power of the Company prior thereto and shall assume all of the obligations of the Company prior thereto under this Note and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. Upon consummation in this Note, and, solely at the request of a Fundamental Transactionthe Holder, if the Successor Entity and/or Successor Entities is a publicly traded corporation whose common capital stock is quoted on or listed for trading on an Eligible Market, shall deliver (in addition to and without limiting any right under this Note) to the Holder confirmation that there shall be issued in exchange for this Note a security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance to this Note and convertible for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities (the "Successor Capital Stock") equivalent (as set forth below) to the shares of Common Stock acquirable and receivable upon conversion or redemption of this Note at (without regard to any time after limitations on the consummation conversion of this Note) prior to such Fundamental Transaction (such corresponding number of shares of Successor Capital Stock to be delivered to the Holder shall equal the greater of (I) the quotient of (A) the aggregate dollar value of all consideration (including cash consideration and any consideration other than cash ("Non-Cash Consideration"), in such Fundamental Transaction, as such values are set forth in lieu any definitive agreement for the Fundamental Transaction that has been executed at the time of the Ordinary Shares issuable upon the conversion or redemption first public announcement of the Note prior to Fundamental Transaction or, if no such Fundamental Transactionvalue is determinable from such definitive agreement, such shares of as determined in accordance with Section 24 with the publicly traded Ordinary Shares (or their equivalentterm "Non-Cash Consideration" being substituted for the term "Conversion Price") of the Successor Entity (including its parent entity) which that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the conversion of this Note) (the "Aggregate Consideration") divided by (B) the per share Closing Sale Price of such Successor Capital Stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction and (II) the product of (A) the quotient obtained by dividing (x) the Aggregate Consideration, by (y) the Closing Sale Price of the Common Stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction and (B) the highest exchange ratio pursuant to which any shareholder of the Company may exchange Common Stock for Successor Capital Stock) (provided, however, to the extent that the Holder's right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then the Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for the Holder until such time or times, as its right thereto would not result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be delivered such shares to the extent as if there had been no such limitation), and such security shall be satisfactory to the Holder, and with an identical conversion price to the Conversion Price hereunder (such adjustments to the number of shares of capital stock and such conversion price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value of this Note that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation that there shall be issued upon conversion of this Note at any time after the occurrence or consummation of the Fundamental Transaction, as elected by the Holder solely at its option, shares of Common Stock, Successor Capital Stock or, in lieu of the shares of Common Stock or Successor Capital Stock (or other securities, cash, assets or other property purchasable upon the conversion of this Note prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a6(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteTransactions.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the Note, and satisfactory to the Holder Notes and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 16, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a4(c) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which Holder consents in writing to such Fundamental Transaction shall have been entered into and (ii) the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Loan Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their its equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) 6 pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding stated value and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note Holders and having similar ranking and security to the NotePreferred Shares, and reasonably satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares is shares of common stock are quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note Certificate of Designations and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company hereinherein and therein. Upon In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the each Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 5 and 11, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this NoteCertificate of Designations), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery Certificate of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteDesignations. The provisions of this Section 3.4(a) 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(aparagraph 5(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Holders and approved by the Holder Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts and the interest rates of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and reasonably satisfactory to the Holder Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global an Eligible Market or The New York Stock Exchange, Inc. (a “Public Successor Entity”). Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of the Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteParent Entity), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) paragraph shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts and the interest rates of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteParent Entity), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be Successor Entity and, if an entity other than the Company) formed by, resulting from Successor Entity is the entity whose Capital Stock or surviving any Fundamental Transaction or assets the Person with which holders of the Common Stock are entitled to receive as a result of such Fundamental Transaction shall have been entered into Transaction, such other entity (the “Successor "Other Entity”) "), assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental TransactionTransaction (which approval shall not be unreasonably withheld), including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity or Other Entity, as applicable, evidenced by a written instrument substantially similar in form and substance to the NoteNotes and with appropriate provisions such that the rights and interests of the Holder and the economic value of this Note are in no way diminished by such Fundamental Transaction, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the Note, Notes and reasonably satisfactory to the Holder Required Holders, and (ii) the Successor Entity or the Other Entity, as applicable (including its parent entity) Parent Entity), is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity or the Other Entity, as applicable, shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity or the Other Entity, as applicable), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity or such Other Entity, as applicable, had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion exchange or redemption of this Note.

Assumption. The Company Corporation shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company Corporation under this Note and the other Transaction Documents Certificate of Amendment in accordance with the provisions of this Section 3.4(a) 4 pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Series A Convertible Preferred Stock in exchange for the Note such Series A Convertible Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Amendment including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) Stated Value of the Note Series A Convertible Preferred Stock held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NoteSeries A Convertible Preferred Stock, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Amendment referring to the “Company” or the “Maker” "Corporation" shall refer instead to the Successor Entity), and may exercise every right and power of the Company Corporation and shall assume all of the obligations of the Company Corporation under this Note and the other Transaction Documents Certificate of Amendment with the same effect as if such Successor Entity had been named as the Company Corporation herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Series A Convertible Preferred Stock at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately Series A Convertible Preferred Stock prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Notethe Series A Convertible Preferred Stock), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding Certificate of Amendment, which the foregoingHolder would have been entitled to receive had such Holder converted the Series A Convertible Preferred Stock in full (without regard to any limitations on conversion, including without limitation, the Maximum Percentage) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder may electexceeding the Maximum Percentage, then the Holder shall not be entitled to receive such shares to such extent (or to beneficially own any shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage, at its sole option, by delivery of written notice which time such Holder shall be delivered such shares to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Noteextent as if there had been no such limitation). The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Series A Convertible Preferred Stock.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (i) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Purchase Agreement and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(aand (ii) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Major Transaction, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to an instrument representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this Note.Warrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a3.5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company Company, to waive this Section 3.4(a3.5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a3.5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Neither the Company nor Vasogen shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company and Vasogen, as applicable, under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid the Interest thereon (if any) Rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes (specifying, without limitation, that such security is convertible into common shares of the Successor Entity) and having similar ranking and security to the NoteNotes, and reasonably satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares is common shares are quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " and "Vasogen", as applicable, shall refer instead to the Successor Entity), and may exercise every right and power of the Company and Vasogen and shall assume all of the obligations of the Company and Vasogen under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company or Vasogen, as the case maybe, herein. Upon consummation of a the Fundamental Transaction, the Successor Entity (if other than the Company) shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Common Shares issuable (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (shares, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Transaction, as adjusted in accordance with the provisions of this Note. Notwithstanding ; provided, however, that in the foregoingevent that, pursuant to the terms of the Fundamental Transaction, the holders of Common Shares may elect the consideration to be received in exchange for the Common Shares in the such Fundamental Transaction, the Holder may shall elect, at its sole optionwithin the same time periods as provided to the holders of Common Shares, the kind or amount of such shares, securities, cash, assets or any other property (including warrants or other purchase or subscription rights) that the Holder will, following the consummation of such transaction, be entitled to receive upon conversion or redemption; provided, further, however, that no such election by the Holder shall be construed to require the conversion or redemption of this Note in connection with such Fundamental Transaction. If the Holder is required to make any election of the kind described in the foregoing sentence, the Company or Vasogen, as applicable, shall deliver to the Holder all documentation, informational materials and election forms relating to such Fundamental Transaction contemporaneously with the delivery of written notice such documentation, materials and forms to the Company to waive this Section 3.4(a) to permit holders of the Fundamental Transaction without the assumption of this NoteCommon Shares. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a ---------- Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global an Eligible Market or The New York Stock Exchange, Inc. (a "PUBLIC SUCCESSOR ENTITY"). Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion Conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Company's Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion Conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their its equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteParent Entity), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion Conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having a Accreted Principal Amount and Interest interest rate equal to the Accreted Principal Amount then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, having similar guarantees from the subsidiaries of the Successor Entity and a second priority lien on all of the assets (to the extent such assets would constitute Collateral) of the Successor Entity, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note Note, the Purchase Agreement and the other Transaction Documents Related Agreements with the same effect as if such Successor Entity had been named as the Company herein. Upon In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall also be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock or other securities, cash, assets or other property issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 3.4 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 16, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or In connection with a Major Transaction that is to be party treated as an Assumption pursuant to a Fundamental Transaction unless (i) the Section 5(c)(i), any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) assumes shall assume in writing all of the obligations of the Company under this Note Warrant and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a5(c)(ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionMajor Transaction (such consent not to be unreasonably withheld or delayed), including agreements an agreement to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and reasonably satisfactory to the Holder and (ii) Holder. For the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Marketavoidance of doubt, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market Holder’s reasonable satisfaction referred to in the immediately preceding sentence shall be construed only to apply to confirmation that the warrant and registration rights agreement delivered to the Holder upon an assumption hereunder shall conform to the requirements of this Section 5(c)(ii) and shall not be construed as granting consent rights to the Holder with respect to the decision of the Company to enter into such transaction or The New York Stock Exchange, Inc. to permit the Holder to demand any additional consideration in respect of this Warrant other than as provided herein. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares capital stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this Note.Warrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing (or, if prior to the consummation of such Fundamental Transaction, such applicable agreement requires the assumption of) all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts and the interest rates of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which (but taking into account the Holder would have been entitled to receive upon relative value of the happening shares of such Fundamental Transaction had this Note been converted immediately prior Common Stock pursuant to such Fundamental Transaction (without regard and the value of such shares of capital stock, such adjustments to any limitations on the number of shares of capital stock and such conversion price for the purpose of protecting the economic value of this NoteNote immediately prior to the consummation of such Fundamental Transaction), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, including having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes, respectively, held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common equity is quoted on or listed for trading on any eligible marketan Eligible Market or, including The Nasdaq Capital with respect to a Change of Control in compliance with the terms of this Note, a Canadian Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Common Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction), such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteNote for this purpose only), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteNote for this purpose only. The Company shall not consummate any Change of Control unless, upon consummation of such Change of Control, the Company has either (x) paid off, in full, all of the First Lien Indebtedness or (y) obtained the written consent of the holders of all First Lien Indebtedness that will remain outstanding thereafter to the payments to the Holder set forth in Section 5(b) below without regard to any subordination thereof to such First Lien Indebtedness or any other term or condition in the Intercreditor Agreements.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Advance Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Advance Notes in exchange for the Note such Advance Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteAdvance Notes, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note Advance Notes held by the Holder, having similar conversion rights as the Note Advance Notes and having similar ranking and security to the Note, and satisfactory to Advance Notes on the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Collateral. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Advance Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Advance Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Advance Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock issuable upon the conversion or redemption of the this Advance Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) ), securities or other assets of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Advance Note been converted immediately prior to such Fundamental Transaction at the applicable Conversion Price in effect immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Advance Note), as adjusted in accordance with the provisions of this Advance Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Advance Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Advance Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders (the “Successor Note”) and (ii) from and after an Effective Registration, the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock or equivalent equity security is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein, until such time as the Successor Note is delivered. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of Class A Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (stock, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Transaction, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder Holder, in its sole discretion, prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note held by the Holderthis Note, having similar conversion rights as the this Note and having similar ranking and security to the this Note, and being satisfactory to the Holder and in its sole discretion, (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, and (iii) the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Company has received the Holder’s prior written consent to enter into such Fundamental Transaction. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property (except such items still issuable under Section , which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the this Note prior to such Fundamental Transaction), such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by such holder, including the Holdersame Premium as the Notes, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (iA) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement (but only if there will be an outstanding balance under the Facility Agreement immediately following the closing of the Major Transaction), SPA and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a(ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Warrant Holders and approved by the Holder Required Warrant Holders prior to such Fundamental TransactionMajor Transaction (such approval not to be unreasonably withheld, conditioned or delayed), including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and reasonably satisfactory to the Holder Required Warrant Holders and (iiB) the any Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Publicly Traded Successor Entity. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this Note.Warrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (iA) the Person (which may be the Company) formed by, successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement (but only if there will be an outstanding balance under the Facility Agreement immediately following the closing of the Major Transaction) and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a(ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionMajor Transaction (not to be unreasonably withheld or delayed), including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and reasonably satisfactory to the Holder and (iiB) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Public Successor Entity. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption.”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company's Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteParent Entity), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder of this Note in exchange for the this Note a security of the Successor Entity (if other than the Company) evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal a principal amount and Interest interest rates equal to the Principal principal amount then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note this Note, respectively, held by the Holder, having similar conversion rights terms as the this Note and having similar ranking and security to the this Note, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares equity is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity (if other than the Company) shall succeed to, and be substituted for for, the Company (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 13, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the this Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) equity of the Successor Entity (including including, if applicable, its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a3(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteCertificate of Designations, including, without limitation, having Principal and Interest a Stated Value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) Stated Value of the Note Preferred Shares, as increased pursuant to Section 2, held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NotePreferred Shares, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Company’s Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (stock, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note the Preferred Shares been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Transaction, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery Certificate of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteDesignations. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Preferred Shares.

Assumption. The Except as provided in Section 5(a)(i), the Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(b) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements (or other arrangements reasonably satisfactory to the Holder) to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence consummation of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Common Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction), such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(b) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(b) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Any successor to the Company shall not enter into or be party to surviving entity in a Fundamental Transaction unless shall (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes assume in writing all of the obligations of the Company under this Note Debenture and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder (such approval not to be unreasonably withheld or delayed) prior to such Fundamental Transaction, including agreements Transaction and (ii) to deliver issue to the Holder in exchange for the Note a security new debenture of the Successor Entity such successor entity evidenced by a written instrument substantially similar in form and substance to the Notethis Debenture, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Debentures held by the Holder, having similar conversion rights as the Note Holder and having similar ranking and security to the Notethis Debenture, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on any such approval not to be unreasonably withheld or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entitydelayed), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a9(i) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.Debenture. IN WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by a duly authorized officer as of the date first above indicated. By: /s/ Xxxxx Xxx Title: Chairman By: /s/ Zhu Xxxx Xxx Title: CEO, President and Director By: /s/ Kung Xxx Xxxx Title: Director The undersigned hereby elects to convert principal under the 7% Secured Convertible Debenture of China Expert Technology Inc., a Nevada corporation (the “Company”), due on October [__, 2006 into shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts determined in accordance with Section 13(d) of the Exchange Act, specified under Section 4 of this Debenture. The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: Principal Amount of Debenture to be Converted: Payment of Interest in Common Stock __ yes __ no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: Address: The 7% Secured Convertible Debentures due on October [___, 2006, in the aggregate principal amount of $____________ issued by China Expert Technology Inc. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture. Dated: Date of Conversion (or for first entry, Original Issue Date) Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion (or original Principal Amount) Company Attest This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 10, 2005, among China Expert Technology, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”). The Company and the Purchasers hereby agree as follows:

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) 5.1 pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder Holder, in its sole discretion, prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note held by the Holderthis Note, having similar conversion rights as the this Note and having similar ranking and security to the this Note, and being satisfactory to the Holder in its sole discretion, and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property (except such items still issuable under Section 6, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the this Note prior to such Fundamental Transaction), such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction (other than the Reverse Merger) unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents (as defined in the Securities Purchase Agreement) in accordance with the provisions of this Section 3.4(a) 7 pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) Stated Value of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NotePreferred Shares, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction with a Fundamental TransactionSuccessor Entity whose stock is publicly traded, the such Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Preferred Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Notethe Preferred Shares, including without limitation, the Maximum Percentage), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding Certificate of Designations, which the foregoingHolder would have been entitled to receive had such Holder converted the Preferred Shares in full (without regard to any limitations on conversion, including without limitation, the Maximum Percentage) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder's right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder may electand its other Attribution Parties exceeding the Maximum Percentage, if applicable, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at its sole option, by delivery of written notice which time or times such Holder shall be delivered such shares to the Company extent as if there had been no such limitation). Provision made pursuant to waive this Section 3.4(a) the preceding sentence shall be in a form and substance reasonably satisfactory to permit the Required Holders. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets or other property with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that, and it shall be a required condition to the occurrence or consummation of such Corporate Event that, if so elected by a Holder on or prior to the occurrence or consummation of such Corporate Event, such Holder will have the right to receive upon surrender of such Holder's Preferred Shares upon the occurrence or consummation of the Corporate Event, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) such Holder is entitled to receive upon the conversion of such Holder's Preferred Shares prior to such Corporate Event (but not in lieu of such items still issuable under Sections 7(b) and 14, which shall continue to be receivable on the Common Stock or on such shares of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for shares of Common Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had such Holder's Preferred Shares been converted immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations on conversion, including without limitation, the assumption Maximum Percentage) (provided, however, to the extent that a Holder's right to receive any such shares of this Notepublicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times such Holder shall be delivered such shares to the extent as if there had been no such limitation). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Required Holders. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NotePreferred Shares.

Assumption. The In furtherance of the foregoing, and without limiting the effect of any provision of applicable law, the Successor Company hereby irrevocably and unconditionally: (a) confirms and agrees that all references to the “Borrower” in each of the Credit Agreement and the other Loan Documents shall include, and shall be deemed for all purposes to include, reference to the Successor Company, all with the same force and effect as if the Successor Company were a signatory to each such document; (b) confirms and agrees that the Secured Obligations and all other indebtedness, liabilities and obligations of the Borrower existing immediately prior to the Merger owing to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Lenders and any other Secured Parties under the Credit Agreement and the other Loan Documents, and any unpaid balance thereof, shall be obligations of the Successor Company; (c) confirms and agrees that this Borrower Assumption Agreement (this “Agreement”) is in addition to and shall not enter into limit, derogate from or be party otherwise affect the provisions of any of the Credit Agreement and the other Loan Documents; (d) ratifies and confirms in all respects the Credit Agreement and the other Loan Documents, each of which shall remain in full force and effect; and (e) represents and warrants to a Fundamental Transaction unless the Administrative Agent, the Collateral Agent, the Issuing Bank, the Lenders and the Secured Parties that (i) the Person (which may be the Company) formed bythis Agreement is within its corporate powers and has been duly authorized by all necessary corporate and, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all if required, stockholder action of the obligations Successor Company, (ii) this Agreement has been duly executed and delivered by the Successor Company, (iii) the Credit Agreement constitutes a legal, valid and binding obligation of the Company under this Note and the other Transaction Documents Successor Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (iv) as of the provisions date hereof, no Default or Event of this Section 3.4(aDefault has occurred and is continuing and (v) pursuant to written agreements the representations and warranties set forth in form Article III of the Credit Agreement and substance satisfactory in the other Loan Documents (with references therein to the Holder and approved by the Holder prior Borrower deemed to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead references to the Successor Entity)Company for these purposes) are true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it is true and may exercise every right correct in all respects) on and power as of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents date hereof, with the same effect as if such Successor Entity had been named though made on and as of the Company herein. Upon consummation of a Fundamental Transactiondate hereof, the Successor Entity shall deliver except to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Noteearlier date.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction unless (i) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, an “Successor EntitySUCCESSOR ENTITY”) ), assumes in writing all of the obligations of the Company under this Note Warrant and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(c)(ii) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Major Transaction, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking and security to the NoteExercise Price adjustment provisions), and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Major Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note and the other Transaction Documents Warrant referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a6(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value, make-whole amount and Interest dividend rate equal to the Principal then outstanding stated value, make-whole amount and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note Holders and having similar ranking and security to the NotePreferred Shares, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note Certificate of Designations and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company hereinherein and therein. Upon In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the each Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 7 and 14, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this NoteCertificate of Designations), as adjusted in accordance with the provisions of this NoteCertificate of Designations. Notwithstanding the foregoing, the such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a6(a) to permit the Fundamental Transaction without the assumption of this Notethe Preferred Shares. The provisions of this Section 3.4(a) 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a6(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding stated value and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note Holders and having similar ranking and security to the NotePreferred Shares, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares is shares of common stock are quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note Certificate of Designations and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company hereinherein and therein. Upon In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the each Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 7 and 14, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this NoteCertificate of Designations), as adjusted in accordance with the provisions of this NoteCertificate of Designations. Notwithstanding the foregoing, the such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a6(a) to permit the Fundamental Transaction without the assumption of this Notethe Preferred Shares. The provisions of this Section 3.4(a) 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental TransactionTransaction (such satisfaction and approval not to be unreasonably withheld), including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Company's Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (stock, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Transaction, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party Effective immediately upon satisfaction of the conditions precedent set forth in Section 3 below (the time at which all such conditions are satisfied being the “Assumption Date”), New Cimpress acknowledges and agrees that, by operation of law and pursuant to a Fundamental Transaction unless (i) the Person (which may be Merger it has succeeded to, and hereby ratifies that it assumes from Cimpress N.V., all of its rights, title and interests and duties, liabilities and obligations, including as the Company) formed by, resulting from or surviving any Fundamental Transaction or as a Borrower and as a Loan Party under the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note Credit Agreement and the other Transaction Documents in accordance with Loan Documents, and New Cimpress hereby irrevocably and unconditionally accepts such rights, title and interests and assumes such duties, liabilities and obligations from Cimpress N.V. on the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to Assumption Date on the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Noteterms contained herein, including, without limitation, having Principal and Interest equal (i) any claims, liabilities or obligations arising from any failure of Cimpress N.V. to perform any of its covenants, agreements, commitments and/or obligations, as the Company, a Borrower and/or as a Loan Party, which were to be performed prior to the Principal then outstanding and date hereof under the Credit Agreement or any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder other Loan Document and (ii) all claims or liabilities of Cimpress N.V., in its capacity as the Successor Entity Company, a Borrower and/or as a Loan Party, with respect to the Loans or any Commitments and other Obligations under the Credit Agreement. New Cimpress hereby confirms and agrees that (including its parent entityi) is the Credit Agreement and the other Loan Documents are, and shall continue on and after the Assumption Date to be, in full force and effect in accordance with their respective terms and are hereby ratified and confirmed by New Cimpress in all respects, (ii) that the Collateral Documents to which Cimpress N.V. was a publicly traded corporation whose Ordinary Shares is quoted party and all of the Collateral described therein secure and shall continue on and after the Assumption Date to secure the payment of the Secured Obligations, (iii) that nothing in this Agreement or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence transactions contemplated hereby shall constitute a novation of any Fundamental Transactionof the Secured Obligations and (iv) each reference to Cimpress N.V. in the Credit Agreement or any other Loan Document as the Company, the Successor Entity shall succeed toa Borrower and/or a Loan Party or otherwise shall, and be substituted for (so that from and after the date of such Fundamental Transactionhereof, the provisions of this Note and the other Transaction Documents referring be deemed a reference to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteNew Cimpress.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing (with the purchase of at least a majority of the outstanding shares of the Company’s Common Stock automatically constituting an assumption in writing) all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a4(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding stated value and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NotePreferred Shares, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares is common shares are quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery Certificate of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteDesignations. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of the Preferred Shares. Notwithstanding the foregoing, this NoteSection 4(a) shall not apply to the Preferred Shares of a Holder upon the Company’s delivery of a Notice of Mandatory Redemption to such Holder in connection with a Cash Change of Control Event (as defined below).

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction that is to be treated as described in this Section 4, unless any party purchasing the Company’s assets or the Person with which Common Stock, or any successor entity resulting from such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents Warrant in accordance with the provisions of this Section 3.4(a) 4 pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionTransaction (such approval not to be unreasonably withheld, conditioned or delayed), including agreements to deliver to the each Holder in exchange for the Note this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Warrant, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note and having similar ranking and security to the Notethis Warrant, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any Fundamental Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Warrant referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption exercise of this Note Warrant at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note this Warrant prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 17, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common shares (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a4(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding Stated Value and any accrued and unpaid Interest thereon (if any) Dividend Rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NotePreferred Shares, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery Certificate of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteDesignations. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each Holder, in exchange for the Note such Notes, a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding and any accrued and unpaid the Interest thereon (if any) Rate of the Note Notes held by the Holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Holder, and (ii) the Successor Entity (including or its parent entityParent Entity, as applicable) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except for such items issuable under Sections 6 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including or its parent entityParent Entity, as applicable) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Without the prior written consent of the Holder, such consent not to be unreasonably withheld, delayed or denied, the Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionNote, including agreements to deliver to the Holder in exchange for the its Note a security of the Successor Entity (or its Parent Entity) evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note held by the HolderNote, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including or its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common equity is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of of, the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Common Shares (or other securities, cash, assets or other property (except such items still issuable under Section 6 which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common equity (or their equivalent) of the Successor Entity (including or its parent entityParent Entity) (as applicable, the “Successor Shares”) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements agreements, if so requested by the Holder, to deliver to the Holder holder of this Note in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal and Interest a principal amount equal to the Principal principal amounts of this Note then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the this Note, and reasonably satisfactory to the Holder and (ii) except with respect to a Change of Control in which the Company (or the Successor Entity, as applicable) complies with Section 5(b) in all respects, the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common capital stock is quoted on or listed for trading on an Eligible Market (a “Public Company”). Any security issuable or potentially issuable to the Holder pursuant to the terms of this Note on the consummation of a Fundamental Transaction shall be registered and freely tradable by the Holder without any eligible market, including The Nasdaq Capital Market, restriction or limitation or the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. requirement to be subject to any holding period pursuant to any applicable law. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon If the Successor Entity (or its Parent Entity) is a Public Company and the Company (or the Successor Entity), as applicable, complies with Section 5(b) below in all respects, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Section 6 which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the this Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets or other property with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that, and any applicable Successor Entity or Successor Entities shall ensure that the Holder will thereafter have the right to receive upon conversion of this Note at any time after the occurrence or consummation of the Corporate Event, shares of Common Stock or Successor capital stock or, if so elected by the Holder, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion of this Note prior to such Corporate Event (but not in lieu of such items still issuable under Sections 6(a) and 6(b), which shall continue to be receivable on the Common Stock or on such shares of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for shares of Common Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had this Note been converted immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations on conversion of this Note) (the “Change of Control Consideration”). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteTransactions.

Assumption. The Company shall not enter into or be party to consummate a Fundamental Major Transaction following delivery of a 9.98% Notice unless (i) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Loan Agreement and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a5(c)(i)(B) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transactionagreements, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of securities of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity Warrants (including its parent entitybut not limited to a similar Exercise Price and similar Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of the Common Stock in the Major Transaction) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, and similar registration rights as provided by the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Registration Rights Agreement. Upon the occurrence of any Fundamental TransactionMajor Transaction following delivery of a 9.98% Notice, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations.

Assumption. The Company None of the Makers shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company Makers under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) 8.1 pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements agreements, if so requested by the Holder, to deliver to the each Holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts and the interest rates of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on an Eligible Market. Any security issuable or potentially issuable to the Holder pursuant to the terms of this Note on the consummation of a Fundamental Transaction shall be registered and freely tradable by the Holder without any eligible market, including The Nasdaq Capital Market, restriction or limitation or the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. requirement to be subject to any holding period pursuant to any applicable securities laws. Upon the occurrence or consummation of any Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of any Fundamental Transaction that, the Makers and the Successor Entity or Successor Entities, jointly and severally, shall succeed to, and the Makers shall cause any Successor Entity or Successor Entities to jointly and severally succeed to, and be substituted for added to the term “Makers” hereunder (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “MakerMakers” shall refer instead to each of the Makers and the Successor EntityEntity or Successor Entities, jointly and severally), and may exercise every right and power of the Company Makers prior thereto and shall assume all of the obligations of the Company Makers prior thereto under this Note and the other Transaction Documents with the same effect as if the Makers and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company Makers herein. Upon consummation , and, solely at the request of a Fundamental Transactionthe Holder, if the Successor Entity and/or Successor Entities is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market, shall deliver to the Holder confirmation that there shall be issued in exchange for this Note a security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance to this Note and convertible for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities (the “Successor Capital Stock”) equivalent to the shares of Common Stock acquirable and receivable upon conversion or redemption of this Note at (without regard to any time after limitations on the consummation conversion of this Note) prior to such Fundamental Transaction (such corresponding number of shares of capital stock shall be equal to the quotient of (A) the aggregate dollar value of all consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”), in such Fundamental Transaction, as such values are set forth in lieu any definitive agreement for the Fundamental Transaction that has been executed at the time of the Ordinary Shares issuable upon the conversion or redemption first public announcement of the Note prior to such Fundamental Transaction, such shares of with the publicly traded Ordinary Shares (or their equivalentterm “Non-Cash Consideration” being substituted for the term “Conversion Price”) of the Successor Entity (including its parent entity) which that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the conversion of this Note) divided by (B) the per share Closing Sale Price of such corresponding capital stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction), and satisfactory to the Holder, and with an identical conversion price to the Conversion Price hereunder (such adjustments to the number of shares of capital stock and such conversion price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value of this Note that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of such Fundamental Transaction that, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation that there shall be issued upon conversion of this Note at any time after the occurrence or consummation of the Fundamental Transaction, as elected by the Holder solely at its option, shares of Common Stock, Successor Capital Stock or, in lieu of the shares of Common Stock or Successor Capital Stock (or other securities, cash, assets or other property purchasable upon the conversion of this Note prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 8.1 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteTransactions.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, including having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.