Common use of Automatic Conversion Clause in Contracts

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).

Automatic Conversion. Subject to This Note shall automatically be converted into shares of Common Stock (an “Automatic Conversion”) upon (x) the provisions listing of Common Stock on a Qualified Eligible Market and (y) in this paragraphconnection with, but not later than, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary listing of the Original Issue Date (Common Stock on a Qualified Eligible Market, the "AUTOMATIC CONVERSION DATE") consummation by the Company of a firm commitment underwritten public offering of Common Stock and/or Common Stock Equivalents of the Company pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated registration statement under the Securities Act, that results in gross proceeds to the Company of not less than $5 million; provided, that the Holder may waive the requirement set forth in this clause (y) (a “Qualified Public Offering”). The Automatic Conversion shall be effected pursuant to Section 4 using a Conversion Price that is equal to the lowest of (i) the then-effective applicable Conversion Price, (ii) 80% of the arithmetic average of the VWAPs of the Common Stock during the three Trading Days immediately prior to the Uplisting Date and (iii) the issuance price of the Qualified Public Offering, if any (which, for the avoidance of doubt, if more than one security is issued to an investor in connection therewith, will be deemed to be the “unit price”). This Note shall be converted automatically on the Uplisting Date, which date, for the avoidance of doubt, shall be deemed a Conversion Date for all purposes under this Note, without volume restrictions, as evidenced any further action by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; whether or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein this Note is surrendered to the contrary, the Automatic Conversion Date Company or its Transfer Agent; provided that no such conversion shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) occur unless the Common Stock not being listed issuable upon conversion of this Note have been registered under the Securities Act or granted for trading are exempt from the registration requirements of the Securities Act. Upon the occurrence of such Automatic Conversion of this Note, including, without limitation, the delivery of the applicable Conversion Shares, this Note will be deemed converted in full on the OTC or any Subsequent MarketUplisting Date, (b) and the failure of an Underlying Securities Registration Statement Holder shall be deemed to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything have surrendered such Note to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii)Company.

Automatic Conversion. Subject to On and after the provisions in this paragraphInitial Convertibility Date, the principal amount each share of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder Preferred Stock shall automatically be automatically converted into shares of Common Stock (an "Automatic Conversion"), based on the first anniversary then-effective applicable Conversion Price (A) five (5) Trading Days following the affirmative election of the Original Issue Date Required Holders, or (B) provided that there is no Equity Conditions Failure, five (5) Trading Days following (I) the "AUTOMATIC CONVERSION DATE") closing of an underwritten public offering on a firm commitment basis with a nationally recognized underwriter of Common Stock of the Company pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated registration statement under the Securities Act, without volume restrictionswith an anticipated aggregate offering price to the public of not less than $20,000,000 (before deduction of underwriters commissions, fees and expenses) at a price per share that equals or exceeds $1.61 (as adjusted for any stock dividend, stock split, reverse stock split, stock combination, reclassification or similar transaction after the Subscription Date), as evidenced determined on the applicable date of determination, that results in the listing of Common Stock of the Company on a national securities exchange and (II) the redemption in full of those certain senior secured notes issued by an opinion letter Inventergy, Inc., a Delaware corporation, on May 10, 2013. Upon the occurrence of counsel acceptable either of the events specified in this Section 2(f), all of the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or the Transfer Agent; provided, however, that to the extent that an Automatic Conversion would result in a Holder and its other Attribution Parties exceeding the transfer agent for Maximum Percentage (as defined in Section 9(i)), if applicable, then such Holder's Series B Preferred Stock shall not be automatically converted into Common Stock (and such Holder's shares of Series B Preferred Stock shall remain outstanding and benefit from all preferences and rights set forth in this Certificate of Designations (except that the Common Stock; or provisions set forth in Sections 4 and 12 shall immediately terminate and be of no further force and effect) to such extent (b) there are and shall not sufficient be entitled to beneficial ownership of such shares of Common Stock authorized as a result of such Automatic Conversion (and reserved beneficial ownership) to such extent) and the shares of Common Stock issuable upon the automatic conversion of Series B Preferred Stock to such extent shall be held in abeyance for issuance upon such conversion. Notwithstanding anything herein Holder until such time or times as conversion of such Series B Preferred Stock would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times such Holder shall be issued such shares of Common Stock (and any shares of Common Stock granted or issued with respect to the contraryshares of Common Stock issuable upon conversion of Series B Preferred Stock to be held similarly in abeyance) to the same extent as if there had been no such limitation; provided, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days further, that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section Company shall not be subject obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the provisions Company or the Transfer Agent as provided below, or the Holder provides evidence that such certificates have been lost, stolen or destroyed in accordance with Section 16. Upon the occurrence of Section 4(a)(iii)such Automatic Conversion of the Preferred Stock, the holders of Preferred Stock shall surrender the certificates representing such shares at the office of the Company or any Transfer Agent for the Preferred Stock. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Preferred Stock surrendered were convertible on the date on which such Automatic Conversion occurred.

Automatic Conversion. Subject to the provisions in this paragraphAt its option, at any time, the principal amount of Debentures for which conversion notices have not previously been received Company may cause the Notes to be converted in whole or for which prepayment has not been made or required hereunder shall be automatically converted in part, on the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i)a pro rata basis, at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder into fully paid and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient nonassessable shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to at the contrary, then effective Conversion Rate if the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) Market Price of the Common Stock not being listed is equal to or granted greater than 240% of the Conversion Price for the 30 trading days immediately preceding the delivery of the Mandatory Conversion Notice (as defined below), provided that, during such 30 trading day period, the average daily volume of shares traded is at least 35,000 (subject to adjustment for any Change of Shares); provided that no Default or Event of Default shall have occurred and be continuing on the OTC or any Subsequent Marketdate on which the Mandatory Conversion Notice is given; and, (b) provided, that if such conversion is prior to a Stockholder Approval, such conversion shall be limited to the failure extent necessary to ensure that no Registered Holder receives a number of an Underlying Securities Registration Statement to shares which, together with such Converting Holder’s Previous Shares, would exceed such Converting Holder’s Maximum. Any Notes so converted shall be declared effective treated as having been surrendered by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a holder thereof for conversion pursuant to this Section 3 on the date of such mandatory conversion (unless previously converted at the option of the holder) and shall not be subject to the provisions limitations of Section 4(a)(iii3(i). No greater than 60 nor fewer than 20 days prior to the date of any such mandatory conversion, notice (the “Mandatory Conversion Notice”) by first class mail, postage prepaid, shall be given to the Registered Holders of the Notes to be converted, addressed to such Registered Holders at their last addresses as shown on the stock transfer books of the Company. Each such Mandatory Conversion Notice shall specify the date fixed for conversion, the place or places for surrender of Notes, and the then effective Conversion Rate pursuant to Section 3. Any Mandatory Conversion Notice which is mailed as herein provided shall be conclusively presumed to have been duly given by the Company on the date deposited in the mail, whether or not the Registered Holder receives such notice; and failure properly to give such notice by mail, or any defect in such notice, to the Registered Holders of any Note to be converted shall not affect the validity of the proceedings for the conversion of any other Notes. On or after the date fixed for conversion as stated in the Mandatory Conversion Notice, each holder of Notes called to be converted shall surrender such Notes to the Company at the place designated in such Mandatory Conversion Notice for conversion. Notwithstanding that the Notes properly called for conversion shall not have been surrendered, the Notes shall no longer be deemed outstanding and all rights whatsoever with respect to the Notes so called for conversion (except the right of the holders to convert such Notes upon surrender thereof) shall terminate.

Automatic Conversion. Subject If this Note is to be automatically converted, written notice shall be delivered to Holder at the address last shown on the records of the Company for Holder or given by Holder to the provisions in this paragraphCompany for the purpose of notice, notifying Holder of the conversion to be effected, specifying the Conversion Price, the principal amount of Debentures for the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion notices have not previously been received or for which prepayment has not been made or required hereunder is expected to occur and calling upon such Holder to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Holder hereby agrees to execute and deliver to the Company, and shall be automatically converted on bound upon such conversion by the first anniversary obligations in, all transaction documents entered into by other purchasers participating in the Qualified Financing, including a purchase agreement, an investor rights agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions (including, without limitation, a 90-day lock-up agreement in connection with an Initial Public Offering). Holder also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Original Issue Date Qualified Financing for cancellation; provided, however, that upon the closing of the Qualified Financing, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Holder a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the "AUTOMATIC CONVERSION DATE") number of shares to which Holder shall be entitled upon such conversion, including a check payable to Holder for any cash amounts payable as described in Section 4(c)(ii). Any conversion of this Note pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph 4(a) shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted be deemed to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable have been made immediately prior to the Holder closing of the Qualified Financing and on and after such date the transfer agent for Persons entitled to receive the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance issuable upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date conversion shall be extended (on a day-for-day basis) treated for any Trading Days that all purposes as the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure record holder of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii)such shares.

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, on the first Trading Day after the Corporation obtains Stockholder Approval, all outstanding shares of Preferred Stock shall automatically be converted into such number of shares of Common Stock as determined by dividing the Stated Value by the Conversion Price then in effect (the “Automatic Conversion”). Upon the occurrence of such Automatic Conversion, the Holder shall promptly surrender any certificates representing such shares at the office of the Corporation or the Transfer Agent. On the date such Automatic Conversion Date takes place, the outstanding shares of Preferred Stock shall be extended (on a day-for-day basis) for converted automatically without any Trading Days that further action by the Holder is unable and whether or not any certificates representing such shares are surrendered to resell Underlying the Corporation or the Transfer Agent; provided, however, that in the case of converting shares of Preferred Stock then held in certificated form, the Corporation shall not be obligated to issue certificates evidencing the applicable Conversion Shares due unless either (i) the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or the Transfer Agent or (aii) the Holder notifies the Corporation or the Transfer Agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of such Automatic Conversion, each Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that any certificates representing such shares of Preferred Stock shall not being listed have been surrendered at the office of the Corporation or granted for trading on that any such certificates evidencing such Conversion Shares shall not then be actually delivered to such Holder. Provided the OTC or any Subsequent MarketTransfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (and subject to Section 6(e)(i)), (b) the failure of an Underlying Securities Registration Statement Holder may provide written notice to the Corporation that the applicable Conversion Shares be declared effective by credited to the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension account of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, ’s prime broker with DTC through its Deposit Withdrawal Agent Commission system (a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii“DWAC Delivery”).

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first fifth anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATEAutomatic Conversion Date") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days after the Effectiveness Date that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC NASDAQ or any Subsequent Market, (b) the -6- Convertible Debenture 7 failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii4(a)(iii)(A).

Automatic Conversion. Subject to the provisions in this -------------------- paragraph, the principal amount all outstanding shares of Debentures Preferred Stock for which conversion notices have not previously been received or for which prepayment redemption has not been made or required hereunder shall be automatically converted on the first third anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on for such dateshares. The conversion contemplated by this paragraph shall not occur if at such time as (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares (as defined in Section 8) pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion; or (c) the Company is then in default of its covenants and obligations hereunder or under the Purchase Agreement or Registration Rights Agreement. Notwithstanding anything herein to the contraryforegoing, the Automatic Conversion Date three-year period for conversion under this Section shall be extended (on a day-for-day basis) for any Trading Days after the date that the Holder Commission declares effective an Underlying Securities Registration Statement that the Purchaser is unable to resell Underlying Shares under an Underlying Securities Registration Statement due to (a) the Common Stock not being listed or granted for trading on the OTC Nasdaq National Market (the "NASDAQ") or any Subsequent Market, (b) the failure of an such ------ Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period (as defined in the Registration Rights Agreement) as to all Underlying Shares, or (c) the suspension of the Holder's right ability to resell Underlying Shares thereunder. Notwithstanding anything The provisions of Sections 5(a)(iii)(A)(1) and (2) shall not apply to the contrary contained herein, a any automatic conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii5(a)(ii).

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first third anniversary of the Original Issue Date (for the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i)resale of all Underlying Shares issuable upon such conversion, at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names and the prospectus thereunder available for use by the Holder as a selling stockholder thereunder and (2) for the resale of all Underlying Shares issuable upon such conversion or the Holder is not permitted to resell Underlying Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted quoted for trading on the OTC NASDAQ or any a Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to use the prospectus thereunder to resell Underlying Shares thereunderShares. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii4(a)(iv).

Automatic Conversion. Subject to Provided that there is an effective registration statement, on the provisions in this paragraphdate when the market price of the Common equals or exceeds $5.00 for twenty (20) consecutive Trading Days, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder such Preferred Shares then outstanding shall be automatically converted on into the first anniversary number of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to as provided in paragraph 4(a) (an "Automatic Conversion "); provided, however, that if, on the contrary, date of the Automatic Conversion, (i) the number of shares of Common Stock authorized, unissued and unreserved for all other purposes, or held in the Corporation's treasury, is not sufficient to effect the issuance and delivery of the number of Conversion Date shall be extended Shares into which all outstanding Preferred Shares are then convertible, or (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (aii) the Common Stock is not being listed or granted for trading actively traded on the OTC NASDAQ Small Cap Market or any Subsequent the NASDAQ National Market, (b) each Holder shall have the failure of an Underlying Securities Registration Statement option, upon written notice to be declared effective by the Commission or, if so declaredCorporation, to remain effective during the Effectiveness Period retain its rights as to all Underlying a holder of Preferred Shares, or (c) including without limitation, the suspension of the Holder's right to resell Underlying convert such Preferred Shares thereunder. Notwithstanding anything to in accordance with the contrary contained hereinterms of paragraphs 4(a) through 4(c) hereof and, a conversion pursuant to this Section upon delivery of such notice, such Preferred Shares shall not be subject to an Automatic Conversion hereunder until the provisions thirtieth (30th) day following the later of (a) the date on which the event specified (i), (ii) or (iii) is no longer continuing and (b) the date on which the Corporation delivers to each Holder written notice to such effect, and in such event, such thirtieth day shall be deemed to be the Date of Automatic Conversion for purposes of this Certificate of Designation. If an Automatic Conversion occurs, the Corporation and each Holder shall follow the procedures for Conversion set forth in this Section 4(a)(iii4, with the Date of Automatic Conversion deemed to be the Conversion Date, except that the Holder shall not be required to send a Conversion Notice as contemplated by paragraph 4(b). 5. ADJUSTMENTS TO CONVERSION RATE.

Automatic Conversion. Subject A Super Voting Share shall automatically be converted without further action by the holder thereof into one Multiple Voting Share upon the transfer by the holder thereof to anyone other than (i) another Initial Holder, an immediate family member of an Initial Holder or a transfer for purposes of estate or tax planning to a company or person that is wholly beneficially owned by an Initial Holder or immediate family members of an Initial Holder or which an Initial Holder or immediate family members of an Initial Holder are the provisions in this paragraph, sole beneficiaries thereof; or (ii) a party approved by the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder Company. Each Super Voting Share held by a particular Initial Holder shall automatically be automatically converted on without further action by the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), holder thereof into Multiple Voting Shares at the Conversion Price on such dateRatio for each Super Voting Share held if at any time the aggregate number of issued and outstanding Super Voting Shares beneficially owned, directly or indirectly, by that Initial Holder and that Initial Holder’s predecessor or transferor, permitted transferees and permitted successors, divided by the number of Super Voting Shares beneficially owned, directly or indirectly, by that Initial Holder (and the Initial Holder’s predecessor or transferor, permitted transferees and permitted successors) as at the date of completion of the Business Combination is less than 50%. The conversion contemplated by this paragraph shall not occur holders of Super Voting Shares will, from time to time upon the request of the Company, provide to the Company evidence as to such holders’ direct and indirect beneficial ownership (and that of its permitted transferees and permitted successors) of Super Voting Shares to enable the Company to determine if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as its right to convert has occurred. For purposes of these calculations, a selling stockholder thereunder and (2) the Holder is not permitted holder of Super Voting Shares will be deemed to resell Underlying beneficially own Super Voting Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced held by an opinion letter intermediate company or fund in proportion to their equity ownership of counsel acceptable to the Holder and the transfer agent such company or fund, unless such company or fund holds such shares for the Common Stock; or (b) there are not sufficient benefit of such holder, in which case they will be deemed to own 100% of such shares of Common Stock authorized and reserved held for issuance upon such conversiontheir benefit. Notwithstanding anything herein to For the contrarypurposes hereof, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii)“Initial Holders” means Kxxx Xxxxxxxx.

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount all outstanding shares of Debentures Preferred Stock for which conversion notices have not previously been received or for which prepayment redemption has not been made or required hereunder shall be automatically converted on the first third anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion; or (c) the Company shall have defaulted on its covenants and obligations hereunder or under the Purchase Agreement or Registration Rights Agreement. Notwithstanding anything herein to the contraryforegoing, the Automatic Conversion Date three-year period for conversion under this Section shall be extended (on a day-for-day basis) for any Trading Days after the earlier of (i) the Effectiveness Date, and (ii) the date the Underlying Securities Registration Statement is declared effective by the Commission that the Holder Purchaser is unable to resell Underlying Shares under an Underlying Securities Registration Statement due to (a) the Common Stock not being Actively Traded or not listed or granted for trading on the OTC or any Subsequent MarketMarket , (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission orby the Effectiveness Date, or (c) if so declaredan Underlying Securities Registration Statement shall have been declared effective by the Commission, (x) the failure of such Underlying Securities Registration Statement to remain effective during the Effectiveness Period at all times thereafter as to all Underlying Shares, or (cy) the suspension of the Holder's right ability to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).

Automatic Conversion. Subject to the provisions in of this paragraphparagraph and Section 5(a)(iv), the principal amount all outstanding shares of Debentures Preferred Stock for which conversion notices have not previously been received or for which prepayment redemption has not been made or required hereunder shall be automatically converted on the first third (3rd) anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the then applicable Conversion Price on such datePrice. The conversion contemplated by this paragraph shall not occur if at such time as (a) (1a)(1) an Underlying Securities Shares Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares (as defined in Section 9) pursuant to Rule 144(k) promulgated under the Securities ActAct (as defined in Section 9), without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contraryforegoing, the Automatic Conversion Date three-year period for conversion under this Section shall be extended (on a day-for-day basis) for any Trading Days after the Effectiveness Date (as defined in the Registration Rights Agreement) that the a Holder is unable to resell Underlying Shares under an Underlying Shares Registration Statement due to to: (a) the Common Stock not being listed or granted quoted for trading on the OTC NASDAQ or any Subsequent Market, (b) the failure of an such Underlying Securities Shares Registration Statement to be declared effective by the Commission oreffective, or if so declared, to remain effective during the Effectiveness Period (as defined in the Registration Rights Agreement) as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything The provisions of Sections 5(a)(iv)(A) and (B) shall not apply to the contrary contained herein, a any automatic conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii5(a)(iii).

Automatic Conversion. Subject to This Note shall automatically be converted into shares of Common Stock (an “Automatic Conversion”) upon (x) the provisions listing of Common Stock on a Qualified Eligible Market and (y) in this paragraphconnection with, but not later than, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary listing of the Original Issue Date (Common Stock on a Qualified Eligible Market, the "AUTOMATIC CONVERSION DATE") consummation by the Company of a firm commitment underwritten public offering of Common Stock and/or Common Stock Equivalents of the Company pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated registration statement under the Securities Act, that results in gross proceeds to the Company of not less than $5 million; provided, that the Requisite Holders may waive the requirement set forth in this clause (y) (a “Qualified Public Offering”). The Automatic Conversion shall be effected pursuant to Section 4 using a Conversion Price that is equal to the lowest of (i) the then-effective applicable Conversion Price, (ii) 80% of the arithmetic average of the VWAPs of the Common Stock during the three Trading Days immediately prior to the Uplisting Date and (iii) the issuance price of the Qualified Public Offering, if any (which, for the avoidance of doubt, if more than one security is issued to an investor in connection therewith, will be deemed to be the “unit price”). This Note shall be converted automatically on the Uplisting Date, which date, for the avoidance of doubt, shall be deemed a Conversion Date for all purposes under this Note, without volume restrictions, as evidenced any further action by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; whether or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein this Note is surrendered to the contrary, the Automatic Conversion Date Company or its Transfer Agent; provided that no such conversion shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) occur unless the Common Stock not being listed issuable upon conversion of this Note have been registered under the Securities Act or granted for trading are exempt from the registration requirements of the Securities Act. Upon the occurrence of such Automatic Conversion of this Note, including, without limitation, the delivery of the applicable Conversion Shares, this Note will be deemed converted in full on the OTC or any Subsequent MarketUplisting Date, (b) and the failure of an Underlying Securities Registration Statement Holder shall be deemed to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything have surrendered such Note to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii)Company.

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices Conversion Notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first second anniversary of the Original Issue Date (date that the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i)Commission declares effective an Underlying Securities Registration Statement, at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) neither (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and nor (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel to the Company and reasonably acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to ; and (c) the contrary, Company shall have defaulted on its covenants and obligations hereunder or under the Automatic Conversion Date Purchase Agreement or Registration Rights Agreement and such default shall be extended (on a day-for-day basis) for any Trading Days continuing. Any days after the date that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be is declared effective by the Commission or, if so declared, to remain effective during for which the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right Holder is not permitted to resell Underlying Shares thereunderthereunder shall be added to the days before which the conversion under this paragraph shall be triggered. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii4(a)(iv)(A).

Automatic Conversion. Subject to the provisions in this -------------------- paragraph, the principal amount all outstanding shares of Debentures Preferred Stock for which conversion notices have not previously been received or for which prepayment redemption has not been made or required hereunder shall be automatically converted on the first third anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if at such time as (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion; or (c) the Company shall have defaulted on its covenants and obligations hereunder or under the Purchase Agreement or Registration Rights Agreement. Notwithstanding anything herein to the contraryforegoing, the Automatic Conversion Date three-year period for conversion under this paragraph shall be extended (on a day-for-day basis) for any Trading Days that the Holder Purchaser is unable to resell Underlying Shares under an Underlying Securities Registration Statement due to (ai) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Nasdaq SmallCap Market, (bii) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission orby the Filing Date (as defined in the Registration Rights Agreement), or (iii) if so declaredan Underlying Securities Registration Statement shall have been declared effective by the Commission, (x) the failure of such Underlying Securities Registration Statement to remain effective during the Effectiveness Period (as defined in the Registration Rights Agreement) as to all Underlying Shares, or (cy) the suspension of the Holder's right ability to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures Notes for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date December 3, 2002 (the "AUTOMATIC CONVERSION DATEAutomatic Conversion Date") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion; and (c) the Company shall not have defaulted on its covenants and obligations hereunder or under the Purchase Agreement or Registration Rights Agreement. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares under an Underlying Securities Registration Statement due to (a) the Common Stock not being listed or granted for trading on the OTC AMEX or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission orby the Effectiveness Date, or (c) if so declaredan Underlying Securities Registration Statement shall have been declared effective by the Commission, (x) the failure of such Underlying Securities Registration Statement to remain effective during the Effectiveness Period at all times thereafter as to all Underlying Shares, or (cy) the suspension of the Holder's right ability to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii4(a)(iii)(A).

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first fifth anniversary of the Original Issue Closing Date (the "AUTOMATIC CONVERSION DATEAutomatic Conversion Date") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days after the Effectiveness Date that the Holder is both unable to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, and unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC NASDAQ or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii4(a)(iii)(A) and (B).

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first third anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATEAutomatic Conversion Date") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).

Automatic Conversion. Subject to the provisions in this -------------------- paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATEAutomatic Conversion Date") pursuant to Section ------------------------- 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).

Automatic Conversion. Subject On or prior to the provisions in this paragraphAutomatic Conversion Date, the principal amount Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of Debentures for which conversion notices have not previously been received its loss, theft or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion destruction as contemplated by this paragraph Section 16(b)). On or before the Automatic Conversion Date, the Company shall not occur if (a) (1) transmit by facsimile or electronic mail an Underlying Securities Registration Statement is not then effective acknowledgment of confirmation and representation, in the form attached hereto as Exhibit I, as to the Automatic Conversion Date that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted all Ordinary Shares from said Automatic Conversion are eligible to resell Underlying Shares be resold pursuant to Rule 144(k) 144 or Rule 144A promulgated under the Securities Act1933 Act (or a successor rule thereto) (collectively, without volume restrictions“Rule 144”) or an effective and available registration statement, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein Transfer Agent which acknowledgement shall constitute an instruction to the contrary, Transfer Agent to process such automatic conversion in accordance with the terms herein. On or before the second (2nd) Trading Day following the Automatic Conversion Date (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the Automatic Conversion Date of such Ordinary Shares issuable pursuant to such automatic conversion) (the “Share Delivery Deadline”), the Company shall, (1) after the Resale Eligibility Date and provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Ordinary Shares to which the Holder shall be extended (on a day-for-day basis) for any Trading Days that entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, which balance account Holder is unable shall designate in writing to resell Underlying Shares due to (a) the Common Stock not being listed Company or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying SharesTransfer Agent, or (c2) prior to the suspension Resale Eligibility Date or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Holder's right , issue and send (via reputable overnight courier) to resell Underlying the address as specified in writing to the Company or the Transfer Agent, a certificate, registered in the name of the Holder or its designee, for the number of Ordinary Shares thereunderto which the Holder shall be entitled pursuant to such automatic conversion. The Person or Persons entitled to receive the Ordinary Shares issuable upon automatic conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Automatic Conversion Date. Notwithstanding anything to the contrary contained hereinin this Note or the RRA, a conversion pursuant after the Resale Eligibility Date, the Company shall cause the Transfer Agent to this Section shall not be subject deliver unlegended Ordinary Shares to the provisions Holder (or its designee) in connection with any sale of Section 4(a)(iii)Conversion Shares, and for which the Holder has not yet settled.

Automatic Conversion. Subject Without any action being required by the holder of such Share and whether or not the certificates representing such Share are surrendered to the provisions in this paragraphCompany or its transfer agent, each Preferred Share shall automatically be converted into the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if Common Shares (a) (1) immediately upon the closing of an Underlying Securities Registration Statement is not then effective that names IPO, based on the Holder as a selling stockholder thereunder and (2) applicable Conversion Price in effect at the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under time of the Securities Act, without volume restrictions, as evidenced by an opinion letter closing of counsel acceptable to the Holder and the transfer agent for the Common Stocksuch IPO; or (b) there are at the election of holders of a majority of the Preferred Shares and their Conversion Shares if converted (which shall include the prior written consent or affirmative vote of Alibaba), voting as a single class on an as-converted to Common Share but not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a dayfully-for-day diluted basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, ; or (c) if the suspension Board duly approves in accordance with this Agreement and the Restated Articles the commencement of an IPO process by the Holder's right Company in Taiwan (the “Taiwan IPO”) and the date on which Company is scheduled to resell Underlying submit the Taiwan IPO application (the “IPO Filing Date”), then on the date determined by the Board in good faith for the conversion of all Preferred Shares thereunder. Notwithstanding anything to into Common Shares (the contrary contained herein, a “Conversion Date”); provided that in the event of conversion pursuant to this Section 8.11(c), each of the following conditions must be satisfied before such conversion: (x) the IPO Filing Date shall not be subject earlier than June 1, 2020; (y) the Conversion Date shall not be earlier than the date that is three (3) months prior to the IPO Filing Date; and (z) a pre-IPO agreement reasonably satisfactory to Alibaba shall have been duly approved by the Board and duly executed by the parties thereto (which shall at least include the Company); provided that if any party fails to sign such pre-IPO agreement within thirty (30) days following the approval of the Board, this condition (z) shall be deemed to have been waived with respect to such party. The pre-IPO agreement shall provide the Series B Holders with substantially the same rights, privileges and preferences as that provided under this Agreement (but in any event shall not exceed the scope of the rights, privileges and preference provided hereunder) to the extent that such rights, privileges and preferences, in accordance with the written advice of the Company’s underwriter(s) and external legal advisor for the Taiwan IPO, will not materially and adversely affect the Taiwan IPO. For illustrative purpose only, the pre-IPO agreement shall include, without limitation, the provisions regarding (i) re-conversion of all Common Shares converted from Preferred Shares pursuant to this Section 4(a)(iii8.11(c) into Preferred Shares upon the earliest of (A) the Taiwan IPO is not consummated within ten (10) months after the IPO Filing Date, (B) the return or rejection from the Taiwan Stock Exchange or any other applicable Governmental Authority for the listing application for the Taiwan IPO, or (C) the Company withdraws or cancels the Taiwan IPO process; (ii) the automatically reinstatement or re-application of this Agreement in full force and effect upon the foregoing re-conversion; and (iii) the remedies of Alibaba comparable to Alibaba’s redemption right under Section 11.1. Each Party agrees to act in good faith in negotiating and finalizing the pre-IPO agreement with the aim to assist the Taiwan IPO. The Company shall not be obligated to issue certificates for any Common Share issuable upon the automatic conversion of any Preferred Share unless the certificate(s) evidencing such Preferred Share is either delivered as provided below to the Company or any transfer agent for the Preferred Shares, or the holder notifies the Company or its transfer agent that such certificate has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificate. The Company shall, as soon as practicable after receipt of certificates for the Preferred Shares, or satisfactory agreement for indemnification in the case of a lost certificate, promptly issue and deliver at its principal office to the holder thereof a certificate or certificates for the number of the Common Shares to which the holder is entitled. No fractional Common Share shall be issued upon conversion of the Preferred Shares, and the number of Common Shares to be so issued to a holder of the converting Preferred Shares (after aggregating all fractional Common Shares that would be issued to such holder) shall be rounded to the nearest whole share (with one-half being rounded upward). Any person entitled to receive Common Shares issuable upon the automatic conversion of the Preferred Shares shall be treated for all purposes as the record holder of such Common Shares on the date of such conversion.

Automatic Conversion. Subject A Super Voting Share shall automatically be converted without further action by the holder thereof into one Multiple Voting Share upon the transfer by the holder thereof to anyone other than (i) another Initial Holder, an immediate family member of an Initial Holder or a transfer for purposes of estate or tax planning to a company or person that is wholly beneficially owned by an Initial Holder or immediate family members of an Initial Holder or which an Initial Holder or immediate family members of an Initial Holder are the provisions in this paragraph, sole beneficiaries thereof; or (ii) a party approved by the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder Company. Each Super Voting Share held by a particular Initial Holder shall automatically be automatically converted on without further action by the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), holder thereof into Multiple Voting Shares at the Conversion Price on such dateRatio for each Super Voting Share held if at any time the aggregate number of issued and outstanding Super Voting Shares beneficially owned, directly or indirectly, by that Initial Holder and that Initial Holder’s predecessor or transferor, permitted transferees and permitted successors, divided by the number of Super Voting Shares beneficially owned, directly or indirectly, by that Initial Holder (and the Initial Holder’s predecessor or transferor, permitted transferees and permitted successors) as at the date of completion of the Business Combination is less than 50%. The conversion contemplated by this paragraph shall not occur holders of Super Voting Shares will, from time to time upon the request of the Company, provide to the Company evidence as to such holders’ direct and indirect beneficial ownership (and that of its permitted transferees and permitted successors) of Super Voting Shares to enable the Company to determine if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as its right to convert has occurred. For purposes of these calculations, a selling stockholder thereunder and (2) the Holder is not permitted holder of Super Voting Shares will be deemed to resell Underlying beneficially own Super Voting Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced held by an opinion letter intermediate company or fund in proportion to their equity ownership of counsel acceptable to the Holder and the transfer agent such company or fund, unless such company or fund holds such shares for the Common Stock; or (b) there are not sufficient benefit of such holder, in which case they will be deemed to own 100% of such shares of Common Stock authorized and reserved held for issuance upon such conversiontheir benefit. Notwithstanding anything herein to For the contrarypurposes hereof, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii)“Initial Holders” means Xxxx Xxxxxxxx.

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first third anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion; and (c) the Company shall not have defaulted on its covenants and obligations hereunder or under the Purchase Agreement or Registration Rights Agreement. Notwithstanding anything herein to the contrary, the Automatic Conversion Date three-year period for conversion under this Section shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares under an Underlying Securities Registration Statement due to (a) the Common Stock not being listed or granted for trading on the OTC NASDAQ or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission orby the Effectiveness Date (as defined in the Registration Rights Agreement), or (c) if so declaredan Underlying Securities Registration Statement shall have been declared effective by the Commission, (x) the failure of such Underlying Securities Registration Statement to remain effective during the Effectiveness Period at all times thereafter as to all Underlying Shares, or (cy) the suspension of the Holder's right ability to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii4(a)(iii)(A).

Automatic Conversion. Subject to the provisions limitations on conversion set forth in this paragraphArticle II.A.2 and so long as (i) all of the shares of Common Stock issuable upon conversion of or otherwise pursuant to all of the then outstanding Debentures are then (x) authorized and reserved for issuance, (y) registered for re-sale under the Securities Act by the holder of the Debentures (or may otherwise be able to be resold publicly without registration or restriction) and (z) eligible to be traded on the OTC BB, the Nasdaq, the NYSE, the AMEX or the Nasdaq SmallCap and (ii) there is not then a continuing Mandatory Redemption Event or Trading Market Redemption Event, the entire principal amount of the Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder then outstanding (together with any accrued and unpaid interest thereon, Default Interest, Conversion Default Payments, Delivery Default Payments and all other amounts due and payable by the Corporation pursuant to Section 2(c) of the Registration Rights Agreement) on the Automatic Conversion Date, automatically shall be automatically converted into shares of Common Stock on such date at the first anniversary then effective Conversion Price in accordance with, and subject to, the provisions of Article II hereof (including the Original Issue Date right to exercise the Investment Options in accordance with Article II.E) (the "AUTOMATIC CONVERSION DATECONVERSION") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended delayed by one (on a day-for-day basis1) Trading Day for each Trading Day occurring prior thereto and prior to the full conversion of the Debentures that (i) any Registration Statement required to be filed and to be effective pursuant to the Registration Rights Agreement is not effective or sales of all of the Registrable Securities otherwise cannot be made thereunder during the Registration Period (whether by reason of the Corporation's failure to properly supplement or amend the prospectus included therein in accordance with the terms of the Registration Rights Agreement or otherwise), (ii) any Mandatory Redemption Event or Trading Days that Market Redemption Event exists, without regard to whether any cure periods shall have run or (iii) the Holder Corporation is unable in breach of any of its obligations pursuant to resell Underlying Shares due to (aSection 4(h) of the Purchase Agreement. The Automatic Conversion Date shall be the Conversion Date for purposes of determining the Conversion Price and the time within which certificates representing the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to must be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything delivered to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii)holder.

Automatic Conversion. Subject to This Note shall automatically be converted into shares of Common Stock (an “Automatic Conversion”) upon (x) the provisions listing of Common Stock on a Qualified Eligible Market, but only if no Equity Conditions Failure shall have occurred as of the Uplisting Date and (y) in this paragraphconnection with, but not later than, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary listing of the Original Issue Date (Common Stock on a Qualified Eligible Market, the "AUTOMATIC CONVERSION DATE") consummation by the Company of a firm commitment underwritten public offering of Common Stock and/or Common Stock Equivalents of the Company pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated registration statement under the Securities Act, that results in gross proceeds to the Company of not less than $5,000,000; provided, that the Required Holders may waive the requirement set forth in this clause (y) (a “Qualified Public Offering”). The Automatic Conversion shall be effected pursuant to Section 3 using a Conversion Price that is equal to the lowest of (i) the then-effective applicable Conversion Price, (ii) 80% of the arithmetic average of the VWAPs of the Common Stock during the three Trading Days immediately prior to the Uplisting Date and (iii) the issuance price of the Qualified Public Offering, if any (which, for the avoidance of doubt, if more than one security is issued to an investor in connection therewith, will be deemed to be the “unit price”). This Note and all of the outstanding Other Notes shall be converted automatically on the Uplisting Date, which date, for the avoidance of doubt, shall be deemed a Conversion Date for all purposes under this Note, without volume restrictions, as evidenced any further action by an opinion letter of counsel acceptable to the Holder and the transfer agent for holders of the Common Stock; Other Notes and whether or (b) there not this Note or the Other Notes are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein surrendered to the contraryCompany or its Transfer Agent. Upon the occurrence of such Automatic Conversion of this Note and the Other Notes, including, without limitation, the Automatic delivery of the applicable Conversion Date Shares, this Note will be deemed converted in full on the Uplisting Date, and the Holder and the holders of the Other Notes shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable deemed to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything have surrendered such Notes to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii)Company.

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures Notes for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first second anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATEAutomatic Conversion Date") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days after the Effectiveness Date that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).