Common use of Conversion Right Clause in Contracts

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the right, at any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.

Conversion Right. Subject (1) Upon delivering a conversion notice to the Corporation substantially in the form provided in Appendix "1", and upon compliance with subject to the provisions terms and conditions of this Note, for as long as this Note is outstandingArticle 4, the Holder shall have the right, at its option, at any time, and from time on or after to time prior to the date hereof and at its option Expiry Date, to convert the Conversion Amount (as defined below) Principal Sum, in whole or in whole multiples of $1,000, into fully paid and nonassessable shares of non-assessable Common Stock in accordance with Section 4(c) Shares at the Conversion Rate Price in effect on the Conversion Date. (as defined below2) The Conversion Right shall entitle the Holder, and the Holder shall have authority to exercise its option at its sole discretion, to receive on the Conversion Date (i) Common Shares, and (ii) all accrued and unpaid Interest on the Principal Sum so converted and any other amount then payable by the Corporation to the Holder hereunder up to the Conversion Date. (3) The Holder may only exercise the Conversion Right by surrendering to the Corporation, prior to the Maturity Date, this Debenture with a duly completed and conversion notice specifying the following: (a) the Principal Sum in respect of which the Conversion Right is being exercised; (b) to the extent known, the number of Common Shares which the Holder wishes to acquire (being not more than those which the Holder is entitled to acquire). Conversion ; (c) the Person or Persons in whose name or names such Common Shares are to be issued; (d) the address or addresses of this Note such Persons; (e) the number of Common Shares to be issued to each such Person if more than one is so specified; (f) the address where the new Debenture, if any, representing the unconverted portion of the Principal Sum may be made sent, if applicable; and (g) the Conversion Date for the Debenture being converted, being a date not less than three (3) days nor more than twenty (20) days after the date that the conversion notice is deemed by Section 15.3 to have been effectively given and received. (4) Once notice of the exercise of the Conversion Right, in whole or in part part, by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert is received, or deemed to be received by the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein Corporation pursuant to the contrarySection 15.3, the Holder shall may not be required revoke, cancel or otherwise withdraw the giving of notice to physically surrender this Note exercise its Conversion Right, except with the express, written consent of the Corporation, given prior to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofDate.

Conversion Right. Subject to and upon compliance with the provisions The Holder of this Note, for as long as this Convertible Note is outstanding, the Holder shall have the right, at Holder's option, at any time on or after the date hereof and at its option time, to convert the Conversion Amount (as defined below) all, or, in multiples of $50,000, any part of this Convertible Note into such number of fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below)shall be provided herein. Conversion The holder of this Convertible Note may be made in whole or in part exercise the conversion right by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B giving written notice (the "Notice of ConversionConversion Notice"); provided, that ) to the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% Borrower of the issued exercise of such right and outstanding stating the name or names in which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by the Convertible Note. The number of shares of Common Stock that shall be issuable upon conversion of the Company as Convertible Note shall equal the face amount of the Convertible Note divided by the Conversion Price as defined below and in effect on the date the Conversion Notice is given; provided, however, that in the event that this Convertible Note shall have been partially redeemed, shares of such conversionCommon Stock shall be issued pro rata, rounded to the nearest whole share. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein deemed to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of have been effected on the date on which the final Conversion Notice of is received (the "Conversion is delivered to the CompanyDate"). Partial conversion of this Note resulting in conversion of less than all Within 10 business days after receipt of the Conversion Amount Notice, Borrower shall have issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the effect of lowering address designated in the Conversion Amount outstanding hereunder. The Holder and Notice, a stock certificate or stock certificates of the Company shall maintain records showing Borrower representing the number of shares of Common Stock to which Holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Convertible Note being converted up to and including the Conversion Shares converted and the date of such conversionDate. The Company shall deliver any objection to conversion rights will be governed by the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to and upon compliance with the provisions The Holder of this Note, for as long as this Note is outstanding, the Holder Debenture shall have the right, at Holder's option, at any time on or after the date hereof and at its option time, to convert the Conversion Amount (as defined below) all, or, any part of this Debenture into such number of fully paid and nonassessable shares of Common Stock as provided herein. The Holder of this Debenture may exercise the conversion right by giving written notice (the "Conversion Notice") to the Company of the exercise of such right and stating the name or names in accordance with Section 4(c) at which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by the Debenture. The number of shares of Common Stock that shall be issuable upon conversion of the Debenture shall equal the outstanding Principal Amount of the Debenture divided by the Conversion Rate Price (as defined below). ) and in effect on the date the Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion")is given; provided, however, that in the Holder event that this Debenture shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding have been partially redeemed, shares of Common Stock shall be issued pro rata, rounded to the nearest whole share. Conversion shall be deemed to have been effected on the date the Conversion Notice is received (the "Conversion Date"). In the case of any Debenture called for redemption, the conversion rights will expire at the close of business on the Redemption Date. Within twenty (20) business days after receipt of the Conversion Notice, the Company shall issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the address designated in the Conversion Notice, a stock certificate or stock certificates of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing representing the number of shares of Common Stock to which Holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Debenture up to and including the Conversion Shares converted and the date of such conversionDate. The Company shall deliver any objection to conversion rights will be governed by the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder The Lender shall have the right, at any time until the Loan Funds are paid in full, to convert such amount of the Loan Funds as have been advanced to the Borrower, but not interest outstanding, into shares of the Borrower on or after the date hereof and at following terms: (a) The Lender shall notify the Borrower of its option intention to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) principal of the Notice of Conversion Loan by delivering a notice in the form attached hereto as Exhibit B writing (the "Notice Conversion Notice") to the Borrower, specifying the place for delivery of Conversionthe certificates representing the shares issuable by the Borrower upon conversion by the Lender ("Conversion Shares"); provided, ; (b) The Loan is convertible into that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% common voting shares of the Borrower as equals Ten Percent (10%) of the issued and outstanding shares of Common Stock the Borrower, or a pro-rata number of shares if the Loan is less than $500,000, such percentage to be determined on a fully diluted basis, after the issuance of the Company Conversion Shares and all other options and warrants outstanding as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all receipt of the Conversion Amount Notice. The shares shall have be "restricted" as that term is defined in SEC rule 144 under the effect securities act of lowering 1933. (c) The Conversion Right may be exercised at any time and shall survive any Borrower's Notice of Prepayment. Upon the Lender's receipt of a Prepayment Notice from the Borrower, the Lender may exercise the conversion right by delivering the Conversion Amount Notice to the Borrower on or before the prepayment date. (d) The Conversion Right will survive any merger or other business combination and will be converted into the right to acquire common stock in the surviving company at the same exchange ratio as BSI2000, Inc. common stock, but only as to the percentage ownership calculated under (b) as issued to the shareholders or the Borrower, not upon the total shares outstanding hereunderof the surviving company. The Holder and the Company exercise price shall maintain records showing be proportionately adjusted based upon the number of Conversion Shares converted and shares to be acquired in the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofsurviving company.

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the The Holder shall have the right, at any time on or following the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a “Conversion”); provided, however, that notwithstanding anything to the contrary contained herein, the Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall, subject to the Beneficial Ownership Limitation, include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Principal Market. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date hereof as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and at its option “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply to convert a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) into fully paid and nonassessable shares by the applicable Conversion Price then in effect on the date specified in the notice of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion, in the form attached hereto as Exhibit B A (the "“Notice of Conversion"”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided, provided that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Company. Partial Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion of this Note resulting in conversion of less than all of date (the “Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunderDate”). The Holder and the Company shall maintain records showing the number of term “Conversion Shares converted and the date of such conversion. The Company shall deliver Amount” means, with respect to any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance conversion of this Note, acknowledge and agree that, by reason the sum of (1) the provisions Principal Amount of this paragraphNote to be converted in such conversion plus (2) at the Holder’s option, following accrued and unpaid interest, if any, on such Principal Amount at the conversion of a portion of Interest Rate to the NoteConversion Date, plus (3) at the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated Holder’s option, Default Interest, if any, on the face hereofamounts referred to in the immediately preceding clauses (1) and/or (2).

Conversion Right. Subject to and upon compliance with the provisions terms of this Note, for as long as this Note is outstandingSection 1.1, the Holder shall have the right, right at any time on or after following the date hereof and at its option Issue Date, to convert all or any part of the entire outstanding and unpaid Principal Amount and accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (excluding shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (the “Maximum Share Amount”). The Holder, upon not less than 61 days’ prior written notice to the Borrower, may increase the Maximum Share Amount, provided that the Maximum Share Amount shall never exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the provisions of this Section 1.1 shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the Borrower. The Maximum Share Amount provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1.1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Share Amount provisions contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to any successor holder of this Note. For purposes of this Section 1.1, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) into fully paid and nonassessable shares by the applicable Conversion Price then in effect on the date specified in the notice of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion, in the form attached hereto as Exhibit B A (the "“Notice of Conversion"”), delivered to the Borrower by the Holder in accordance with Section 1.3 below; provided, provided that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee is submitted by facsimile or e-mail (or by other type of guarantee means resulting in, or notarizationreasonably expected to result in, notice) of any Notice of Conversion be required. Notwithstanding anything herein to the contraryBorrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (A) the Principal Amount of this Note to be converted in such conversion, plus (B) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the interest rates provided in this Note to the Conversion Date, plus (C) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (A) and/or (B), plus (D) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.2, 1.3(g), 4.11, and/or 4.12 and/or Article III hereof. Except following an Event of Default, the Holder shall not be required permitted to physically surrender this Note to submit Conversion Notices in any thirty day period, having Conversion Amounts equalling in the Company until the Note is no longer outstandingaggregate, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days excess of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof$500,000.

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the 4.1.1 Each Holder shall have the right, right at any time on or after from the date hereof of issue of the Debentures until the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date or, (ii) if Debentures are to be repurchased pursuant to section 3.3, the Business Day immediately preceding the Payment Date or Redemption Right Purchase Date, as the case may be, at his option to convert each $1,000 principal amount of his Debentures into that number of Common Shares equal to the Conversion Number, all on the terms and at subject to the conditions provided in this ARTICLE 4, provided that the only shares issuable on conversion of the Debentures shall be shares that are “prescribed securities” as defined in section 6208 of the regulations to the Income Tax Act (Canada). 4.1.2 In order to exercise its option to convert provided pursuant to subsection 4.1.1, a Holder will be required to deliver to the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) Indenture Trustee at the Conversion Rate (Corporate Trust Office or any other place specified in the Maturity Notice or the Offer to Purchase, as defined below). Conversion of this Note the case may be made in whole be, on or in part by delivery prior to the Company Business Day immediately preceding the Maturity Date or the Payment Date or Redemption Right Purchase Date, as the case may be, a conversion notice in the form set forth in Schedule “B-1” (the “Conversion Notice”) (with a copy to the Company), duly completed and executed by the Holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by instrument in form and execution satisfactory to the Company, together with the related Debentures. The Conversion Notice shall specify the date of a duly executed PDF copy submitted by e-mail the conversion (or e-mail attachmentthe “Conversion Date”) of the Notice of Debentures, which Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder Date shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of earlier than the date on which the final Conversion Notice of Conversion is delivered to the Company. Partial Indenture Trustee and shall not be later than the close of business on the Business Day immediately preceding the Maturity Date or the Payment Date or Redemption Right Purchase Date, as the case may be. 4.1.3 Upon receipt of a Conversion Notice from the Holder, the Company shall ensure that the following conditions are satisfied on or before the completion of the conversion as set forth in Section 4.2: (a) the Common Shares to be issued on conversion by the Holder shall be issued from treasury of this Note resulting the Company and shall be fully paid and non-assessable Common Shares; (b) such additional Common Shares shall be approved for listing or quoting on each Recognized Stock Exchange; (c) the Company shall be a reporting issuer or equivalent in conversion good standing or equivalent under Applicable Securities Laws in the United States and the Provinces of less than all Canada in which the Company is a reporting issuer; (d) no Event of Default shall have occurred and be continuing; (e) the Indenture Trustee shall have received an Officer’s Certificate stating that conditions (a), (b), (c) and (d) above have been satisfied and, if Common Shares are to be delivered, setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures, plus the accrued and unpaid interest thereon, and the calculation of the Conversion Amount shall have Number; and (f) the receipt by the Indenture Trustee of an Opinion of Counsel from the Company’s counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of lowering this Indenture, will be validly issued as fully paid and non-assessable. Subject to Section 4.7, if the foregoing conditions are not satisfied prior to the close of business on the fifth Business Day following the Conversion Amount outstanding hereunder. The Holder and Date, the Company shall maintain records showing notify the number Indenture Trustee in writing of such failure to satisfy on such date and shall calculate and pay in cash the Conversion Shares converted Value of the Debentures to the Indenture Trustee in lieu of delivery of the Conversion Number of Common Shares, unless such Debentureholder waives the conditions which are not satisfied or extends the time by which the Company is to satisfy such conditions. The Indenture Trustee shall pay, pursuant to instructions from the Company, any such cash received, and identified by the Company as being paid to such Holder in lieu of delivery of the Conversion Number of Common Shares, to the converting Holder on the Business Day next succeeding the date of it received such conversion. The Company shall deliver any objection to funds from the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofCompany.

Conversion Right. Subject (1) Each Holder will have the right at any time prior to the close of business on the Business Day immediately preceding the Maturity Date or, if called for redemption under Section 3.03, the Business Day immediately preceding the Redemption Date, at its option to convert each $1,000 principal amount of its Debentures into that number of Common Shares equal to the Conversion Number, all on the terms and upon subject to compliance with the provisions of this NoteArticle 4, for provided that the only shares issuable on conversion of the Debentures will be “prescribed securities” as long as this Note is outstanding, defined in Regulation 6208 to the Holder shall have the right, at any time on or after the date hereof and at Income Tax Act (Canada). (2) In order to exercise its option to convert provided pursuant to Section 4.01(1), a Holder will be required to deliver to the Trustee at any of the places at which a register is maintained pursuant to Section 2.10 or any other place specified in the Maturity Notice or the Redemption Notice, as the case may be, on or prior to the Business Day immediately preceding the Maturity Date or the Redemption Date, as the case may be, a conversion notice in the form set forth in Schedule C-2 (the “Conversion Amount Notice”) duly completed and executed by the Holder or its executors or administrators or other legal representatives or its or their attorney duly appointed by instrument in form and execution satisfactory to the Trustee, together with the related Debentures. (as defined below3) into The Corporation covenants that, in order to facilitate the exercise of an option to convert by a Holder, the Corporation will, not later than following receipt of a Conversion Notice from the Holder and prior to completion of the conversion pursuant to Section 4.03: (a) arrange and provide for the issue of the Common Shares to be issued on conversion by the Holder from the treasury of the Corporation and such that the said Common Shares will be Freely Tradeable in each province and territory of Canada and fully paid and nonassessable shares non-assessable; (b) obtain and maintain the listing or quoting of such additional Common Shares on a Recognized Stock Exchange; and (c) be a reporting issuer or equivalent in accordance with Section 4(c) at good standing or equivalent under Applicable Securities Laws in the Conversion Rate Province of Ontario and the other jurisdictions in Canada in which the beneficial Holders of the Debentures that are being converted, if reasonably ascertainable, are resident (as defined belowunless not in Canada). Conversion of this Note may be made in whole If the foregoing covenants are not carried out, performed or in part by delivery observed prior to the Company completion of a duly executed PDF copy submitted by e-mail (the conversion pursuant to Section 4.03 such failure or e-mail attachmentneglect on the part of the Corporation will be an event that is subject to the provisions of Section 6.01(c) of the Notice Principal Indenture. (4) The Holder of Conversion a Debenture surrendered for conversion will be entitled to receive accrued and unpaid interest in respect thereof for the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of period from the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein the latest Interest Payment Date up to the contrary, the Holder shall but not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and including the date of such conversion. The Company shall deliver any objection conversion provided that instalments of interest on the Debenture, where the date of conversion is subsequent to a Regular Interest Record Date but prior to the Notice of Conversion within one (1) Business Day of receipt of related Interest Payment Date, will be payable to the Holders thereof registered as such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofapplicable Regular Interest Record Dates for such instalments.

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the right, at any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note This Warrant may be made in converted as a whole or in part from time to time into shares of Common Stock. To convert this Warrant, the holder hereof or permitted assignees of all rights of the registered owner hereof shall deliver to the Company, at the Warrant Office designated in Section 2.1, (a) a written notice in the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such holder or such permitted assignees of the holder to convert this Warrant in the manner provided in the Subscription Notice and (b) this Warrant. Subject to compliance with Section 3.1(a)(vii), this Warrant shall be deemed to be converted on the date of receipt by delivery to the Company of the Subscription Notice, accompanied by this Warrant, as aforesaid, and such date is referred to herein as the "Conversion Date". Upon such conversion (subject as aforesaid), the Company shall issue and deliver to such holder (without payment of any Exercise Price) a duly executed PDF copy submitted by e-mail (or e-mail attachment) certificate for the full number of the Notice Warrant Shares equal to the quotient obtained by dividing (a) the amount determined by subtracting the aggregate Exercise Price on the Conversion Date for the Warrant Shares purchasable by such holder hereunder from the Current Market Value (as hereinafter defined) for such Warrant Shares on the Conversion Date by (b) the Current Market Value of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares one share of Common Stock on the Conversion Date. The Person in whose name the certificate(s) for Common Stock is to be issued shall be deemed to have become a holder of the Company as of the date record of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date Common Stock on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofDate.

Conversion Right. Subject to and upon compliance with the provisions The Holder of this Note, for as long as this Note is outstanding, the Holder Debenture shall have the right, at Holder's option, at any time on or after the date hereof and at its option time, to convert the Conversion Amount (as defined below) all, or, in multiples of $10,000, any part of this Debenture into such number of fully paid and nonassessable shares of Common Stock as provided herein. The Holder of this Debenture may exercise the conversion right by giving written notice (the "Conversion Notice") to Borrower of the exercise of such right and stating the name or names in accordance with Section 4(c) at which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by the Debenture. The number of shares of Common Stock that shall be issuable upon conversion of the Debenture shall equal the outstanding Principal Amount of the Debenture divided by the Conversion Rate Price (as defined below). ) and in effect on the date the Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion")is given; provided, however, that in the Holder event that this Debenture shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding have been partially redeemed, shares of Common Stock of shall be issued pro rata, rounded to the Company as of the date of such conversionnearest whole share. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee deemed to have been effected on the date the Conversion Notice is received (or other type of guarantee or notarization) the "Conversion Date"). In the case of any Notice of Conversion be required. Notwithstanding anything herein to the contraryDebenture called for redemption, the Holder shall not be required to physically surrender this Note to conversion rights will expire at the Company until close of business on the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three Redemption Date. Within twenty (320) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all business days after receipt of the Conversion Amount Notice, Borrower shall have issue and deliver against a signed receipt therefor or by United States registered mail, return receipt requested, to the effect of lowering address designated in the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing Notice, a stock certificate or stock certificates of Borrower representing the number of shares of Common Stock to which Holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Debenture up to and including the Conversion Shares converted and the date of such conversionDate. The Company shall deliver any objection to conversion rights will be governed by the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject (1) Upon and subject to the terms and upon compliance with the provisions of this Note, for as long as this Note is outstandingconditions hereinafter set forth, the Holder Lender shall have the rightright (the “Conversion Right”), but not the obligation, at any time, and from time on to time, up to and including earlier of: (a) the third Business Day immediately preceding the Maturity Date; (b) the Business Day immediately preceding the Mandatory Conversion Date; and (c) the Business Day prior to any repurchase of the Debenture in accordance with the terms hereof, to notify the Borrower that it wishes to convert, for no additional consideration, all or after any part of the date hereof and at its option to convert Principal Amount of this Debenture (the Conversion Amount “Converted Debenture Amount”) (as defined belowi) into that number of fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at non-assessable Shares that is equal to the Converted Debenture Amount divided by the Conversion Rate Price in effect on the Issue Date (as defined belowhereinafter defined). Conversion , provided that the Lender must convert the Principal Amount of this Note may be made Debenture in whole or in part by delivery to a minimum amount of US$50,000, unless the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are principal amount remaining is less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, US$50,000 in which case, the Holder entire remaining amount shall surrender this Note be converted, and (ii) accrued and unpaid interest on the Principal Amount being converted in the same proportion of cash and Shares in accordance with Section 2.4. For greater certainty, if the Lender is electing to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than convert all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of or a portion of the NotePrincipal Amount, then the applicable amount of accrued and unpaid interest on the Principal Amount being converted must be paid by the Borrower up to, but excluding, the applicable date of conversion (the “Conversion Date”) in accordance with Article 2. (2) The Conversion Right shall extend only to the maximum number of Conversion whole Shares available for conversion hereunder at into which the Principal Amount of this Debenture or any given time part thereof may be less than converted in accordance with this Section 4.1. Fractional interests in Shares shall be adjusted in the amount stated on the face hereofmanner provided in Section 4.4.

Conversion Right. Subject 3.1. At any time (i) after the Maturity Date, if the principal amount of the Note has not been paid in full or (ii) subsequent to and upon compliance with five Business Days following the provisions closing of this Notea Qualified Public Offering, for as long as this if the principal amount of the Note is outstandinghas not been paid in full, the Holder Seafirst shall have the right, at any time on or after the date hereof and at its option right to convert the outstanding principal amount of the Note and any accrued but unpaid interest into Common Stock. Seafirst may exercise its conversion right by delivering to the Company and Brazos a written notice stating the amount of the principal of the Note which Seafirst elects to convert into Common Stock as provided herein and, if the entire principal amount of the Note is to be converted, its Note duly endorsed and assigned to the Company. Conversion Amount (shall be effective as defined below) into fully paid of the close of business on the date of delivery of such notice. As promptly as practicable thereafter, the Company shall issue and nonassessable deliver to Seafirst, a certificate for the shares of Common Stock issuable upon such conversion. Any person in accordance with Section 4(c) at whose name the certificate for Common Stock is to be issued shall be considered to have become a holder of record of such Common Stock as of the close of business on the Conversion Rate (as defined below)Date. Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a The number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock issuable upon conversion of the Company as entire $1,500,000 principal amount of the date of such conversion. No ink-original Notice of Conversion Note shall be required, nor shall any medallion guarantee the product of (or other type a) 681,818 and (b) the Conversion Factor. If the amount of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note plus unpaid interest to be converted on any Conversion Date is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of either less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Noteor more than $1,500,000, the number of Conversion Shares available for issuable upon such conversion, as compared to the number of Conversion Shares issuable upon conversion hereunder at any given time may of such entire principal amount, shall be proportionate to the aggregate principal amount of the Note plus unpaid interest to be converted on such Conversion Date, as compared to the entire principal amount of $1,500,000.00. If Seafirst shall convert less than the entire principal amount stated and any unpaid interest of the Note, Seafirst shall indicate on the face hereofNote the amount and date of such conversion, as the case may be, and the remaining principal amount thereof. 3.2. The Company shall not be required to issue fractional shares of Common Stock on the conversion of the Note. Seafirst expressly waives its right to receive any fractional shares upon conversion of the Note. If any fraction of a share would be issuable on the conversion of the Note, the Company or Brazos shall pay to Seafirst in lieu thereof an amount in cash equal to the product of such resulting fraction and the Closing Price for such Common Stock on the effective date of the Conversion. 3.3. The Conversion Factor shall be subject to adjustment from time to time in case any of the following events shall occur: (i) distribution of any dividend consisting solely of Common Stock with respect to any class of the Common Stock, or the distribution consisting in whole or in part of Common Stock of any dividend on any class of capital stock of the Company; (ii) distribution of any dividend on any class of the Common Stock of the Company consisting in whole or in part of, or the issuance to all holders of Common Stock of, rights or warrants entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share less than the Closing Price of the Common Stock on the relevant record date; and (iii) the subdivision or combination of the outstanding shares of Common Stock into a greater or lesser number of such shares. Upon the occurrence of any such event, the Conversion Factor shall be adjusted as appropriate so that the economic benefits or losses that would have accrued to Seafirst upon conversion of any part of the Note prior to such event shall be equal to the economic benefits that would accrue to Seafirst upon conversion of such part after such event. Such adjustments shall be effective as of the record date for such dividend or distribution or the effective date of such combination or subdivision and shall be made successively whenever any event listed above shall occur. 3.4. If the Company shall merge or consolidate with another corporation, Seafirst shall thereafter have the right, upon conversion of the Note to receive solely the kind and amount of shares of stock (including, if applicable, Common Stock), other securities, property or cash or any combination thereof receivable by a holder of the number of shares of Common Stock for which such Note might have been exercised immediately prior to such merger or consolidation (assuming, if applicable, that the holder of such Common Stock failed to exercise its rights of election, if any, as to the kind or amount of shares of stock, other securities, property or cash or combination thereof receivable upon such merger or consolidation).

Conversion Right. Subject to and upon compliance with the provisions (a) The Holder of this Note, for as long as this Note is outstanding, the Holder Debenture shall have the ----------------- right, at Holder's option, at any time on or after the date hereof and at its option time, to convert the Conversion Amount (as defined below) all, or, in multiples of $100,000, any part of this Debenture into such number of fully paid and nonassessable shares of Common Stock as provided herein. The Holder of this Debenture may exercise the conversion right by giving written notice (the "Conversion Notice") to Borrower of the exercise of such right and stating the name or names in accordance with Section 4(c) at which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which ________________________________________________________________________________ Page 2 ________________________________________________________________________________ Issuers Initial ________________________________________________________________________________ such certificates shall be delivered. The Conversion Notice shall be accompanied by the Debenture. The number of shares of Common Stock that shall be issuable upon conversion of the Debenture shall equal the face amount of the Debenture divided by the Conversion Rate Price (as defined below). ) and in effect on the date the Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion")is given; provided, however, that in the Holder event that this Debenture shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding have been partially redeemed, shares of Common Stock of shall be issued pro rata, rounded to the Company as of the date of such conversionnearest whole share. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee deemed to have been effected on the date the Conversion Notice is received (or other type of guarantee or notarization) the "Conversion Date"). In the case of any Notice of Conversion be required. Notwithstanding anything herein to the contraryDebenture called for redemption, the Holder shall not be required to physically surrender this Note to conversion rights will expire at the Company until close of business on the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the CompanyRedemption Date. Partial conversion of this Note resulting in conversion of less than all Within 20 business days after receipt of the Conversion Amount Notice, Borrower shall have issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the effect of lowering address designated in the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing Notice, a stock certificate or stock certificates of Borrower representing the number of shares of Common Stock to which Holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Debenture up to and including the Conversion Shares converted and the date of such conversionDate. The Company shall deliver any objection to conversion rights will be governed by the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to the terms and upon compliance with conditions set forth herein and in the provisions Securities, a Holder of this Note, for as long as this Note is outstanding, a Security may convert the Holder shall have the right, principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Shares at any time on or after the date hereof opening of business on the 120th day after the Issue Date and at its option on or prior to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares close of Common Stock in accordance with Section 4(c) business on the seventh Business Day prior to the Stated Maturity Date of the Securities, at the Conversion Rate Ratio then in effect; provided, however, that if such Security is (i) called for redemption pursuant to Article 11, such conversion right shall terminate at the close of business on the seventh Business Day preceding the Redemption Date for such Security or such earlier date as defined belowthe Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such Event of Default is cured and such Security is redeemed) or (ii) submitted or presented for purchase pursuant to Article 13, such conversion right shall terminate at the close of business on the Change of Control Purchase Date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Guarantor shall default in making the Change of Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such Event of Default is cured and such Security is purchased). The initial Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B Ratio (the "Notice Conversion Ratio") is set forth in paragraph [ ] of Conversionthe Securities and is subject to adjustment as provided in this Article 18. Each Holder's right to convert Securities into Shares is subject to the Guarantor's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such Shares (a "Cash Alternative"); provided, however, that if such payment of cash is not permitted pursuant to the provisions of this Indenture or the provisions of any other agreement or instrument to which the Guarantor is a party or by which it is bound or otherwise, the Guarantor shall deliver Shares (and cash in lieu of fractional Shares) in accordance with this Article 18, whether or not the Guarantor has delivered a notice pursuant to Section 18.2 that it has elected to pay a Cash Alternative. The amount of cash to be paid, if the Guarantor elects a Cash Alternative, for each $1,000 in principal amount of a Security upon conversion, shall be equal to the Current Market Price of an ADS on the ninth Trading Day following the Conversion Date, multiplied by the Conversion Ratio in effect on such Trading Day (a "Cash Alternative Payment"). Such payment shall be effected not later than ten Trading Days following the relevant Conversion Date. If the payment has not been effected by such date, the right of the Holder of Securities to receive delivery of Shares shall continue notwithstanding the conditions of this paragraph. If the Guarantor elects to pay a Cash Alternative to any Holder, it shall notify the Trustee and such Holder of such election within three Trading Days after the Conversion Date. Except as otherwise provided in this Section 18.1, the Guarantor may not revoke such election once such notification has been provided. The Guarantor shall not convert pay a Cash Alternative upon the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) conversion of any Notice of Conversion be required. Notwithstanding anything herein Security pursuant to the contraryterms of this Section 18.1 (other than cash in lieu of fractional shares pursuant to Section 18.3), if there has occurred (prior to, on or after, as the case may be, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of Conversion Date or the date on which the final Notice Guarantor delivers its notice electing to pay a Cash Alternative pursuant to Section 18.2) and is continuing an Event of Conversion Default (other than a default in the payment of such Cash Alternative on such Securities); provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such Cash Alternative is delivered paid. The Guarantor shall not deliver a notice electing to, and shall not, directly or indirectly, pay a Cash Alternative at any time any Existing EPIL Indebtedness is outstanding. A Holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection a Security also apply to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice pursuant to Section 13.1(c) exercising the Noteoption of such Holder to require the Company to purchase such Security may be converted only if such Change of Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent or to the Office or Agency referred to in Section 10.2 prior to the close of business on the Business Day immediately preceding the Change of Control Purchase Date in accordance with Section 13.2. A Holder of Securities is not entitled to any rights of a holder of Shares until such Holder has converted its Securities into Shares, and only to the extent such Securities are deemed to have been converted into Shares pursuant to this Article 18. If the Guarantor is party to a consolidation, merger or binding share exchange or a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Guarantor which is otherwise permitted under the terms hereof, pursuant to which the Ordinary Shares are converted into the right to receive other securities, cash or other assets, then, subject to the second proviso of this paragraph, the right to convert a Security into Shares will be transformed into a right to convert such Security for the kind and amount of securities, cash or other assets which the Holder would have received if the Holder had converted such Security immediately prior to such consolidation, merger, exchange or transfer; provided that, if such consolidation, merger, exchange or transfer constitutes a Change of Control pursuant to which, during the 90 days following such Change of Control, the Conversion Ratio is determined as provided in Section 18.10, the Holder, in connection with any conversion occurring during such 90 day period, shall be deemed to have converted such Holder's Securities at the Conversion Ratio determined in accordance with Section 18.10; provided, further, that, if any part of the Total Consideration paid to the holders of Ordinary Shares in connection with any Change of Control consists of Listed Equity Securities, the right to convert a Security into Shares will, from and after the 91st day after such Change of Control, be transformed into a right to convert such Security into a number of such Listed Equity Securities equal to the sum of (i) the number of Conversion Shares available for conversion hereunder at any given time may be less than Listed Equity Securities which the amount stated Holder would have received if the Holder had converted such Security immediately prior to such Change of Control and (ii) a number of Listed Equity Securities having a Market Value on the face hereofdate of such Change of Control equal to the fair market value of the Total Consideration (excluding Listed Equity Securities referred to in clause (i) of this sentence) which the Holder would have received if the Holder had converted such Security immediately prior to such Change of Control. For purposes of this paragraph, fair market value shall be reasonably determined in good faith by the Board of Directors of the Guarantor, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officer's Certificate of the Guarantor delivered to the Trustee.

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the The Holder shall have the right, on any calendar day, at any time on or following the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a “Conversion”), by submitting to the Borrower or Xxxxxxxx’s transfer agent a Notice of Conversion (as defined in this Note) by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date (as defined in this Note) prior to 11:59 p.m., New York, New York time; provided, however, that notwithstanding anything to the contrary contained herein, the Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date hereof as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and at its option “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply to convert a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) into fully paid and nonassessable shares by the applicable Conversion Price then in effect on the date specified in the notice of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion, in the form attached hereto as Exhibit B A (the "“Notice of Conversion"”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with the terms of this Note; provided, provided that the Holder shall not convert Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Xxxxxxxx’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of the Principal Amount of this Note to be converted in part for a such conversion. In addition to the beneficial ownership limitations provided in this Note, the sum of the number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock that may be issued under this Note shall be limited to the amount described in Section 4(r) of the Company Purchase Agreement, unless the Shareholder Approval (as of defined in the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee Purchase Agreement) (or other type of guarantee or notarization“Shareholder Approval”) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to obtained by the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.

Conversion Right. Subject to and upon compliance with the provisions of this Note(a) Except as set forth in Section 3.3(a), for as long as this Note is outstanding, the each Holder shall have the right, right at any time on or after the date hereof and during a Permitted Conversion Period at its option to convert the Conversion Amount (as defined below) each $1,000 principal amount of its Debentures into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) Shares at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery effect at such time, all on the terms and subject to the Company conditions provided in this Article 5, provided that the only shares issuable on conversion of the Debentures shall be Prescribed Securities. (b) The Issuer shall on the same date that a Dividend Increase occurs, provide notice (a “Dividend Increase Notice”) to the Trustee and the Holders of such Dividend Increase. In the event that the Issuer fails to deliver a Dividend Increase Notice at least thirty (30) days prior to the record date for the next dividend payable by the Issuer on its Common Shares, any Holder that duly elects to convert its Debentures during the Permitted Conversion Period shall also be entitled to receive an amount equal to the amount such Holder would have received if it had been a holder of the Common Shares received on such conversion as of such record date (the “Missed Dividend Increase Notice Payment”). (c) The Issuer shall on the same date that a Change of Control Bid occurs, provide notice (a “Change of Control Bid Notice”) to the Trustee and the Holders stating that such Change of Control Bid has occurred. (d) In order to exercise its option to convert provided pursuant to subsection (a), a Holder will, subject to the proviso herein, be required to deliver to the Trustee at the Corporate Trust Office or any other place specified in a Change of Control Bid Notice or Redemption Notice, as the case may be, a conversion notice in the form set forth in Schedule 5.1(b) (the “Conversion Notice”) (with a copy to the Issuer), duly completed and executed PDF copy submitted by e-mail the Holder or its executors, administrators or other legal representatives or its or their attorney duly appointed by instrument in form and execution satisfactory to the Trustee, together with the related Debentures. The Conversion Notice shall specify the date of conversion (or e-mail attachmentthe “Conversion Date”) of the Debentures, which Conversion Date shall be a date that falls within a Permitted Conversion Period. (e) Upon receipt of a Conversion Notice from the Holder, the Issuer shall ensure that the following conditions are met: (i) unless, pursuant to the terms of Conversion this Indenture, Common Shares are no longer issuable upon conversion, the Common Shares to be issued on conversion shall be issued from treasury of the Issuer, shall be fully paid and non-assessable Common Shares, and shall be free of any Lien or adverse claim; (ii) unless a Change of Control has occurred, the Common Shares to be issued shall be listed for trading on a Recognized Stock Exchange; (iii) unless a Change of Control has occurred, the Issuer shall be a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in the form attached hereto as Exhibit B Provinces of Canada in which the Issuer is then a reporting issuer; (iv) no Default or Event of Default shall have occurred and be continuing; and (v) the "Notice receipt by the Trustee of Conversion"an Officer’s Certificate stating that conditions (i); provided, that (ii), (iii) and (iv) above have been satisfied and setting forth the Holder shall not convert the Note in part for a number of Common Shares to be delivered for each $1,000 principal amount of Debentures, plus the accrued and unpaid interest thereon, and the calculation of the Conversion Rate. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Conversion Date, the Issuer shall in lieu of delivery of the Common Shares that are less than 5% would otherwise be issuable pursuant to the Conversion Notice pay in cash the product of the issued and outstanding shares of Common Stock Current Market Price of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of Common Shares on the date on which the final Conversion Notice of Conversion is delivered given by the Holder to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing Issuer multiplied by the number of Conversion Common Shares converted and into which the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason principal amount of the provisions of this paragraph, following Debentures would then be convertible unless such Holder waives the conversion of a portion of conditions which are not satisfied or extends the Note, time by which the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofIssuer is to satisfy such conditions.

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the right, at (a) At any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) hereof, this Debenture shall be convertible into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at a conversion price equal to $0.20 per share subject to adjustment for reverse and forward stock splits the Conversion Rate (as defined below). Conversion like after the date of issuance of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B Debenture (the "Notice of Conversion"“Conversion Price”); provided, however, this Debenture shall only be convertible to the extent that the Holder shall Payee’s beneficial ownership of common stock does not convert the Note in part for a number of Conversion Shares that are less than 5exceed 4.99% of the issued and outstanding shares of Common Stock common stock of the Company then outstanding. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be requiredis deemed delivered hereunder. Notwithstanding anything herein to the contraryTo effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company until unless the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion entire principal amount of this Note resulting in conversion of less than Debenture, plus all of the Conversion Amount accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the Conversion Amount outstanding hereunderprincipal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the number of Conversion Shares principal amount(s) converted and the date of such conversionconversion(s). The Company shall may deliver any an objection to the any Notice of Conversion within one (1) Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Notethis Debenture, the number unpaid and unconverted principal amount of Conversion Shares available for conversion hereunder at any given time this Debenture may be less than the amount stated on the face hereof.

Conversion Right. Subject to and upon compliance with the provisions of Notwithstanding any other terms in this Note, for as long as this Note is outstanding, the Holder shall have the right, right at any time on or after the date hereof and at its option Issue Date to convert all or any part of the Conversion entire outstanding and unpaid Principal Amount (as defined below) and accrued and unpaid interest of this Note into fully paid and nonassessable non-assessable shares of Common Stock, as such Common Stock in accordance with Section 4(c) exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Rate Price determined as provided herein (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, however, that in no event shall the Holder shall not be entitled to convert the any portion of this Note in part for a excess of that portion of this Note upon conversion of which the sum of (1) the number of Conversion Shares that are less shares of Common Stock beneficially owned by the Holder and its affiliates (excluding shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 54.99% of the issued and outstanding shares of Common Stock (the "Maximum Share Amount"). The Holder, upon not less than 61 days' prior written notice to the Borrower, may increase the Maximum Share Amount, provided that the Maximum Share Amount shall never exceed 9.99% of the Company as number of the date shares of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein Common Stock outstanding immediately after giving effect to the contrary, issuance of shares of Common Stock upon conversion of this Note held by the Holder and the provisions of this Section 1.1 shall continue to apply. Any such increase will not be required to physically surrender this Note to the Company effective until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion 61st day after such notice is delivered to the CompanyBorrower. Partial conversion The Maximum Share Amount provisions of this Note resulting paragraph shall be construed and implemented in conversion a manner otherwise than in strict conformity with the terms of less than all of this Section 1.1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the Conversion intended Maximum Share Amount shall have the provisions contained herein or to make changes or supplements necessary or desirable to properly give effect of lowering the Conversion Amount outstanding hereunderto such limitation. The Holder and the Company limitations contained in this paragraph shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver apply to any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance successor holder of this Note. For purposes of this Section 1.1, acknowledge and agree that, by reason beneficial ownership shall be determined in accordance with Section 13(d) of the provisions Securities Exchange Act of this paragraph1934, following as amended (the conversion of a portion of the Note"Exchange Act"), the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.and Regulations

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the The Holder shall have the rightright from time to time, and at any time on or after prior to the earlier of (i) the Maturity Date and (ii) the date hereof and at its option of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, the Optional Prepayment Amount (as defined in Section 5.1) or any payments pursuant to Section 1.7, each in respect of the remaining outstanding principal amount of this Debenture to convert all or any part in excess of $10,000 of the outstanding and unpaid principal amount of this Debenture into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the "CONVERSION PRICE") determined as provided herein (a "CONVERSION"); provided, however, that in no event shall the Holder be entitled to convert any portion of this Debenture) in excess of that portion of this Debenture upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Debentures or the unexercised or unconverted portion of any other security of the Borrower (including, without limitation, the warrants issued by the Borrower pursuant to the Purchase Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Debenture with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The Holder of this Debenture may waive the limitations set forth herein by thirty (30) days prior written notice to the Company. The number of shares of Common Stock to be issued upon each conversion of this Debenture shall be determined by dividing the Conversion Amount (as defined below) into fully paid and nonassessable shares by the applicable Conversion Price then in effect on the date specified in the notice of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion, in the form attached hereto as Exhibit B A (the "Notice of ConversionNOTICE OF CONVERSION"), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided, provided that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered submitted by facsimile (or by other means resulting in, or reasonably expected to result in, notice) to the CompanyBorrower before 9:00 p.m., New York City, New York time on such conversion date (the "CONVERSION DATE"). Partial The term "CONVERSION AMOUNT" means, with respect to any conversion of this Note resulting in conversion Debenture, the sum of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance the principal amount of this NoteDebenture to be converted in such conversion plus (2) accrued and unpaid interest, acknowledge and agree thatif any, by reason of on such principal amount at the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.interest

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the right, at any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note This Warrant may be made in converted as a whole or in part from time to time into shares of Common Stock. To convert this Warrant, the holder hereof or permitted assignees of all rights of the registered owner hereof shall deliver to the Company, at the Warrant Office designated in Section 2.1, (a) a written notice in the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such holder or such permitted assignees of the holder to convert this Warrant in the manner provided in the Subscript ion Notice and (1,) this Warrant. Subject to compliance with Section 3. 1(a)(vii), this Warrant shall be deemed to be converted on the date of receipt by delivery to the Company of the Subscription Notice, accompanied by this Warrant, as aforesaid, and such date is referred to herein as the "Conversion Date". Upon such conversion (subject as aforesaid), the Company shall issue and deliver to such holder (without payment of any Exercise Price) a duly executed PDF copy submitted by e-mail (or e-mail attachment) certificate for the full number of the Notice Warrant Shares equal to the quotient obtained by dividing (a) the amount determined by subtracting the aggregate Exercise Price on the Conversion Date for the Warrant Shares purchasable by such holder hereunder from the Current Market Value (as hereinafter defined) for such Warrant Shares on the Conversion Date by (b) the Current Market Value of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares one share of Common Stock on the Conversion Date. The Person in whose name the certificate(s) for Common Stock is to be issued shall be deemed to have become a holder of the Company as of the date record of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date Common Stock on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofDate.

Conversion Right. Subject to and upon compliance with Maker is currently contemplating a private placement of its Common Stock (the provisions of this Note, for as long as this "Private Placement"). This Note is outstanding, the Holder shall have the right, be convertible at any time on or after prior to the date hereof and Stated Maturity Date (but in no event later than the Stated Maturity Date) at its the option to convert of Holder (the "Conversion Right") into shares of Maker's Common Stock ("Common Stock") at the lowest price per share at which Common Stock is offered or sold in connection with the Private Placement (the "Conversion Price"). If the Conversion Amount (as defined below) into fully paid and nonassessable Right is exercised, the number of shares of Common Stock in accordance with Section 4(c) at that Holder shall be entitled to receive upon exercise of the Conversion Rate Right shall equal the greater of (i) $500,000 divided by the Conversion Price or (ii) the number of shares necessary to give Holder a __% equity interest in Maker on a fully diluted basis as of the Conversion Date (as defined below). The shares of Common Stock acquired upon exercise of the Conversion Right are hereinafter referred to as the "Conversion Shares"). The Conversion Right may be exercised by Holder by giving notice to Maker as provided below under NOTICES stating that Holder is exercising the Conversion Right. The date on which such notice is given to Maker is the "Conversion Date", and all Conversion Shares shall be issued to Holder as of the Conversion Date, with the result that Holder shall be treated as the holder of record of the Conversion Shares on and as of the Conversion Date. Within a period of ten (10) days after the Conversion Date, Maker shall deliver to Holder, at the Place of Payment, a stock certificate, dated the Conversion Date, for the Conversion Shares and a check in payment of all accrued and unpaid interest on this Note, against delivery to Maker by Holder of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail marked canceled (or e-mail attachment) an Affidavit of the Notice of Conversion Loss and Indemnity Agreement in the form attached hereto as Exhibit B (the "Notice of Conversion"duly completed and signed by Holder); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.

Conversion Right. Subject In addition to and upon compliance with without limiting the provisions rights of this Note, for as long as this Note is outstandingthe Warrantholder under the terms of the Warrant, the Holder shall have the right, right (the "Conversion Right") to convert the Warrant evidenced by this certificate or any portion thereof into Shares as provided in this Section 2.4 at any time on or after the date hereof and at from time to time prior to its option to convert expiration. (a) Upon exercise of the Conversion Amount Right with respect to a particular number of Shares (the "Conversion Shares"), the Company shall deliver to the Holder, without payment by the Holder of any Exercise Price or any cash or other consideration, that number of Shares equal to the quotient obtained by dividing the Net Value (as hereinafter defined belowin this paragraph 2.4(a)) into fully paid of the Converted Shares by the Current Market Price of a single Share, determined in each case as of the close of business on the Conversion Date (as hereinafter defined). The "Net Value" of the Converted Shares shall be determined by subtracting the aggregate Exercise Price of the Converted Shares from the aggregate Current Market Price of the Converted Shares. No fractional securities shall be issuable upon exercise of the Conversion Right, and nonassessable shares if the number of Common Stock securities to be issued in accordance with Section 4(cthe foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the Current Market Price of the resulting fractional Share. (b) The Conversion Right may be exercised by the Holder by the surrender of the Warrant at the principal office of the Company or at the office of the Company's stock transfer agent, if any, together with a written statement specifying that the Holder thereby intends to exercise the Conversion Rate Right and indicating the number of Shares subject to the Warrant which are being surrendered (referred to in subparagraph 2.3(a) above as defined belowthe Converted Shares), on the reverse side of the Warrant, in exercise of the Conversion Right. Conversion of this Note may Such conversion shall be made in whole or in part effective upon receipt by delivery to the Company of a duly executed PDF copy submitted by e-mail (the Warrant, or e-mail attachment) of the Notice of Conversion in the form attached hereto on such later date as Exhibit B is specified therein (the "Notice of ConversionConversion Date"); provided, that but not later than the Holder shall not convert Expiration Date. Certificates for the Note in part for a number of Conversion Converted Shares that are less than 5% issuable upon exercise of the Conversion Right, together with a check in payment of any fractional Warrant Share and, in the case of a partial exercise a new Warrant evidencing the Warrant Shares remaining subject to the Warrant, shall be issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion Date and shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of Holder within seven (7) days following the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofDate.

Conversion Right. Subject to and upon compliance with the provisions of Notwithstanding any other provision contained in this Note, for as long as the Holder shall have no right to convert this Note is outstandingprior to October 31, 2020 (the “Conversion Prohibition Period”). Subsequent to the Conversion Prohibition Period, the Holder shall have the right, in its sole and absolute discretion, at any time on or after the date hereof and at its option from time to time, to convert all or any part of the outstanding amount due under this Note (such outstanding amount includes but is not limited to the principal, interest and/or Default Interest accrued, plus any and all other amounts owed pursuant to the terms of this Note) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each Conversion of this Note (“Conversion Shares”) shall be determined by dividing the Conversion Amount (as defined below) into fully paid and nonassessable shares by the applicable Conversion Price then in effect on the date specified in the notice of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion, in the form attached hereto as Exhibit B A (the "“Notice of Conversion"”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided, provided that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee is submitted by facsimile or e-mail (or by other type of guarantee means resulting in, or notarizationreasonably expected to result in, notice) of any Notice of Conversion be required. Notwithstanding anything herein to the contraryBorrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any Conversion of this Note, the Holder shall not sum of (1) the principal amount of this Note to be required converted in such Conversion, plus (2) accrued and unpaid interest, if any, to physically surrender be converted in such Conversion at the interest rates provided in this Note to the Company until the Note is no longer outstandingConversion Date, in which case, the Holder shall surrender this Note to the Company for cancellation within three plus (3) Trading Days of at the date Holder’s option, Default Interest, if any, on which the final Notice of Conversion is delivered amounts referred to in the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one immediately preceding clauses (1) Business Day of receipt of and/or (2), plus (4) any Additional Principal for such notice. The Conversion, plus (5) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.2(c) and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face 1.4(g) hereof.”

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the rightright at its option, at any time beginning on or after the date hereof and at its option October 31, 2024, to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.

Conversion Right. Subject The Holder of this Note shall have the right at Holder's sole option, at any time after the date which is thirty (30) days prior to and upon compliance the Original Due Date, or at any time during any extension of maturity provided by Xxxxxx in accordance with the provisions first paragraph of this Note, for as long as to convert all or, in multiples of $5,000, any part of this Note is outstanding, the Holder shall have the right, at any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) into such number of fully paid and nonassessable shares of common stock, $.001 par value, of the Company (the "Common Stock") as shall be provided herein. The Holder may exercise the conversion right by giving written notice (the "Conversion Notice") to Borrower of the exercise of such right and stating the name or names in which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by a duly executed assignment of the portion of the Note that Holder desires to convert. The number of shares of Common Stock that shall be issuable upon conversion of the Note or any portion thereof shall equal the face amount of the Note or portion thereof divided by the Conversion Price as defined below and in effect on the date the Conversion Notice is given. Conversion shall be deemed to have been effected on the date the Conversion Notice is given (the "Conversion Date"). Within ten (10) business days after receipt of the Conversion Notice, Borrower shall issue and deliver by hand against a signed receipt therefor or by United States registered mail return receipt requested, to the address designated in the Conversion Notice, a stock certificate or stock certificates of Borrower representing the number of shares of Common Stock to which Holder is entitled and (if applicable) a check or cash in payment of all interest accrued and unpaid on the Note up to and including the Conversion Date unless Holder elects to apply such interest to the Conversion Price in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and conversion rights will be governed by the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to and upon compliance with the provisions terms of this Note, for as long as this Note is outstandingSection 1.1, the Holder shall have the right, right at any time on or after following the date hereof and at its option Issue Date, to convert all or any part of the entire outstanding and unpaid Principal Amount and accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (excluding shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (the “Maximum Share Amount”). The Holder, upon not less than 61 days’ prior written notice to the Borrower, may increase the Maximum Share Amount, provided that the Maximum Share Amount shall never exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the provisions of this Section 1.1 shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the Borrower. The Maximum Share Amount provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1.1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Share Amount provisions contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to any successor holder of this Note. For purposes of this Section 1.1, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) into fully paid and nonassessable shares by the applicable Conversion Price then in effect on the date specified in the notice of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion, in the form attached hereto as Exhibit B A (the "“Notice of Conversion"”), delivered to the Borrower by the Holder in accordance with Section 1.3 below; provided, provided that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee is submitted by facsimile or e-mail (or by other type of guarantee means resulting in, or notarizationreasonably expected to result in, notice) of any Notice of Conversion be required. Notwithstanding anything herein to the contraryBorrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (A) the Principal Amount of this Note to be converted in such conversion, plus (B) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the interest rates provided in this Note to the Conversion Date, plus (C) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (A) and/or (B), plus (D) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.2, 1.3(g), 4.11, and/or 4.12 and/or Article III hereof. Except following an Event of Default, the Holder shall not be required permitted to physically surrender this Note to submit Conversion Notices in any thirty day period, having Conversion Amounts equalling in the Company until the Note is no longer outstandingaggregate, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days excess of the date on which the final Notice of Conversion is delivered to the Company$500,000. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.​ ​ ​ ​ ​

Conversion Right. Subject The Holder of this Note shall have the right at Holder's sole option, at any time after the date which is thirty (30) days prior to and upon compliance the Original Due Date, or at any time during any extension of maturity provided by Lender in accordance with the provisions first paragraph of this Note, for as long as to convert all or, in multiples of $5,000, any part of this Note is outstanding, the Holder shall have the right, at any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) into such number of fully paid and nonassessable shares of common stock, $.001 par value, of the Company (the "Common Stock") as shall be provided herein. The Holder may exercise the conversion right by giving written notice (the "Conversion Notice") to Borrower of the exercise of such right and stating the name or names in which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by a duly executed assignment of the portion of the Note that Holder desires to convert. The number of shares of Common Stock that shall be issuable upon conversion of the Note or any portion thereof shall equal the face amount of the Note or portion thereof divided by the Conversion Price as defined below and in effect on the date the Conversion Notice is given. Conversion shall be deemed to have been effected on the date the Conversion Notice is given (the "Conversion Date"). Within ten (10) business days after receipt of the Conversion Notice, Borrower shall issue and deliver by hand against a signed receipt therefor or by United States registered mail return receipt requested, to the address designated in the Conversion Notice, a stock certificate or stock certificates of Borrower representing the number of shares of Common Stock to which Holder is entitled and (if applicable) a check or cash in payment of all interest accrued and unpaid on the Note up to and including the Conversion Date unless Holder elects to apply such interest to the Conversion Price in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and conversion rights will be governed by the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject Upon the occurrence of a Trigger Event, if the holder of the “C” Preference Shares elects not to and upon compliance with exercise its “C” Preference Share Redemption right, then the provisions holder of this Note, for as long as this Note is outstanding, the Holder “C” Preference Shares shall have the right, at any time on or after right (but not the date hereof and at its option obligation) to convert the Conversion Amount (as defined below) its issued and outstanding “C” Preference Shares into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion shares of Ordinary Shares that are less than 5% equal to ten per cent. (10%) of all the issued and outstanding shares Ordinary Shares (on a fully diluted basis) as of Common Stock such time (collectively, the “Preferred C Share Conversion”). Upon the occurrence of the Company as Preferred C Share Conversion, the holder of the date “C” Preference Shares shall forfeit all of its rights to the accrued and unpaid “C” Preferred Dividends associated with the converted “C” Preference Shares. The holder of the “C” Preference Shares shall exercise such conversion right by delivering written notice of exercise to the Company within fifteen (15) days following receipt by the holder of the “C” Preference Shares of written notice of such conversionTrigger Event from the Company. No ink-original Notice Such notice of Conversion shall exercise may be requiredexpressly made conditional upon the occurrence of such Trigger Event. For the avoidance of doubt, nor shall any medallion guarantee (or other type if the holder of guarantee or notarization) the “C” Preference Shares does not exercise its conversion right upon the occurrence of any Notice a Trigger Event, then it will continue to have a conversion right with respect to its “C” Preference Shares upon the occurrence of Conversion be requiredeach and every subsequent Trigger Event, if and as applicable. Notwithstanding anything herein in these Articles to the contrary, if the Holder holder of the “C” Preference Shares exercises its right of conversion in accordance with this Article 6(C), then, notwithstanding the timing of such exercise, the Preferred C Share Conversion shall not be required deemed to physically surrender this Note have occurred immediately prior to the Company until applicable Trigger Event for all purposes (including the Note is no longer outstanding, distribution of applicable proceeds to all holders of Ordinary Shares in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of connection with such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofTrigger Event).

Conversion Right. (i) Subject to the terms hereof and upon compliance with the provisions of this Note, for as long as this Note is outstandingrestrictions and limitations contained herein, the Holder shall have the right, at the Holder’s option, at any time on or after the date hereof and at its option from time to time, to convert the Conversion outstanding Principal Amount (as defined below) under this Note, in whole or in part, into fully paid and nonassessable a number of shares of Common Stock in accordance with Section 4(c) at equal to the quotient as a result of dividing the Principal Amount by the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part Price, by delivery delivering to the Company Company, or directly to Company’s Transfer Agent, a fully executed notice of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion in the form of conversion notice attached hereto as Exhibit B A (the "“Conversion Notice”), which may be transmitted by email. (ii) The date of any Conversion Notice of Conversion"); provided, that hereunder and any Payment Date shall be referred to herein as the “Conversion Date.” If the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Amount Notice, the Company shall have promptly deliver to the effect of lowering Holder (but no later than five Business Days after the Conversion Date) a Note for such outstanding Principal Amount outstanding hereunderthat has not been converted as if this Note has been surrendered to the Company for partial conversion. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion or repayment. (iii) The Company will deliver to the Holder (or Holder’s authorized designee) not later than ten (10) Business Days after the Conversion Date, a certificate or certificates which certificate(s) representing the number of shares of Common Stock being acquired upon the conversion of this Note. If in the case of any conversion hereunder, such certificate or certificates are not delivered to or as directed by the Holder by the fifth Business Day after the Conversion Shares converted and Date, the date of such conversion. The Company Holder shall deliver any objection be entitled by notice to the Notice of Conversion within one (1) Business Day of Company at any time on or before its receipt of such notice. The Holder and any assigneecertificate or certificates thereafter, by acceptance of to rescind such conversion, in which event the Company shall immediately return this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available Note tendered for conversion hereunder at any given time may be less than the amount stated on the face hereofconversion.

Conversion Right. Subject In addition to and upon compliance with without limiting the provisions rights of this Note, for as long as this Note is outstandingthe Warrantholder under the terms of the Warrant, the Holder shall have the right, right (the "Conversion Right") to convert the Warrant evidenced by this certificate or any portion thereof into Shares as provided in this Section 4.6 at any time on or after the date hereof and at from time to time prior to its option to convert expiration. a. Upon exercise of the Conversion Amount Right with respect to a particular number of Shares (the "Conversion Shares"), the Company shall deliver to the Holder, without payment by the Holder of any Exercise Price or any cash or other consideration, that number of Shares equal to the quotient obtained by dividing the Net Value (as hereinafter defined belowin this paragraph 4.6(a)) into fully paid of the Converted Shares by the Current Market Price of a single Share, determined in each case as of the close of business on the Conversion Date (as hereinafter defined). The "Net Value" of the Converted Shares shall be determined by subtracting the aggregate Exercise Price of the Converted Shares from the aggregate Current Market Price of the Converted Shares. No fractional securities shall be issuable upon exercise of the Conversion Right, and nonassessable shares if the number of Common Stock securities to be issued in accordance with Section 4(c) the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the Current Market Price of the resulting fractional Share. b. The Conversion Right may be exercised by the Holder by the surrender of the Warrant at the principal office of the Company or at the office of the Company's stock transfer agent, if any, together with a written statement specifying that the Holder thereby intends to exercise the Conversion Rate Right and indicating the number of Shares subject to the Warrant which are being surrendered (referred to in subparagraph 4.(a) above as defined belowthe Converted Shares), on the reverse side of the Warrant, in exercise of the Conversion Right. Conversion of this Note may Such conversion shall be made in whole or in part effective upon receipt by delivery to the Company of a duly executed PDF copy submitted by e-mail (the Warrant, or e-mail attachment) of the Notice of Conversion in the form attached hereto on such later date as Exhibit B is specified therein (the "Notice of ConversionConversion Date"); provided, that but not later than the Holder shall not convert Expiration Date. Certificates for the Note in part for a number of Conversion Converted Shares that are less than 5% issuable upon exercise of the Conversion Right, together with a check in payment of any fractional Warrant Share and, in the case of a partial exercise a new Warrant evidencing the Warrant Shares remaining subject to the Warrant, shall be issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion Date and shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of Holder within seven (7) days following the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofDate.

Conversion Right. Subject to and upon compliance with the provisions of this Note(a) Except as set forth in section 3.3(a), for as long as this Note is outstanding, the each Holder shall have the right, right at any time on or after during the date hereof and Permitted Conversion Period at its option to convert the Conversion Amount (as defined below) each $1,000 principal amount of its Debentures into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) Shares at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery effect at such time, all on the terms and subject to the Company conditions provided in this Article 5, provided that the only shares issuable on conversion of the Debentures shall be Prescribed Securities. (b) [Intentionally deleted.] (c) [Intentionally deleted.] (d) In order to exercise its option to convert provided pursuant to subsection (a), a Holder will, subject to the proviso herein, be required to deliver to the Trustee at the Corporate Trust Office a conversion notice in the form set forth in Schedule 5.1(d) (the “Conversion Notice”) (with a copy to the Issuer), duly completed and executed PDF copy submitted by e-mail the Holder or its executors, administrators or other legal representatives or its or their attorney duly appointed by instrument in form and execution satisfactory to the Trustee, together with the related Debentures. The Conversion Notice shall specify the date of conversion (or e-mail attachmentthe “Conversion Date”) of the Notice of Debentures, which Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder Date shall not convert be earlier than the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of second Business Day following the date of such conversion. No ink-original receipt by the Trustee and the Issuer of the Conversion Notice of Conversion and shall be requireda date that falls within the Permitted Conversion Period. (e) Upon receipt of a Conversion Notice from the Holder, nor the Issuer shall any medallion guarantee ensure that the following conditions are met: (or other type i) unless, pursuant to the terms of guarantee or notarization) this Indenture, Common Shares are no longer issuable upon conversion, the Common Shares to be issued on conversion shall be issued from treasury of the Issuer, shall be fully paid and non-assessable Common Shares, and shall be free of any Notice Lien or adverse claim; (ii) unless a Change of Control has occurred, the Common Shares to be issued shall be listed for trading on a Recognized Stock Exchange; (iii) unless a Change of Control has occurred, the Issuer shall be a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in the Provinces of Canada in which the Issuer is then a reporting issuer; (iv) no Default or Event of Default shall have occurred and be continuing; and (v) the receipt by the Trustee of an Officer’s Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures, plus the accrued and unpaid interest thereon, and the calculation of the Conversion be requiredRate. Notwithstanding anything herein If the foregoing conditions are not satisfied prior to the contraryclose of business on the Business Day preceding the Conversion Date, the Holder Issuer shall not in lieu of delivery of the Common Shares that would otherwise be required to physically surrender this Note issuable pursuant to the Company until Conversion Notice pay in cash the Note is no longer outstanding, in which case, product of the Holder shall surrender this Note to Current Market Price of the Company for cancellation within three (3) Trading Days of Common Shares on the date on which the final Conversion Notice of Conversion is delivered given by the Holder to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing Issuer multiplied by the number of Conversion Common Shares converted and into which the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason principal amount of the provisions of this paragraph, following Debentures would then be convertible unless such Holder waives the conversion of a portion of conditions which are not satisfied or extends the Note, time by which the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofIssuer is to satisfy such conditions.

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the right, at any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "“Notice of Conversion"”); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the The Holder shall have the rightright (the “Conversion Right”) to convert this Warrant into shares of the Company’s Common Stock as provided in this Section 2.3 if, but only if, at any time on after April 18, 2006 and prior to the Expiration Date, there is no effective registration statement (including a current prospectus) registering the issuance or after resale of the date hereof and at its option to convert Common Stock issued or issuable upon exercise of this Bridge Warrant. (a) Upon exercise of the Conversion Amount (as defined below) into fully paid and nonassessable Right with respect to a particular number of shares of Common Stock (the “Conversion Shares”), the Company shall deliver to the Holder, without payment by the Holder of any Exercise Price or any cash or other consideration, that number of shares equal to the quotient obtained by dividing the Net Value (as hereinafter defined) of the Conversion Shares by the Current Market Price (as hereinafter defined) of a single Share, determined in each case as of the close of business on the Conversion Date (as hereinafter defined). The “Net Value” of the Conversion Shares shall be determined by subtracting the Exercise Price of one share from the Current Market Price of one share and multiplying the remainder by the number of Bridge Warrants being converted. No fractional shares shall be issuable upon exercise of the Conversion Right, and if the number of shares to be issued in accordance with Section 4(cthe foregoing formula is other than a whole number, the Company shall pay to the Holder the net amount in cash equal to the Current Market Price of the resulting fractional share. (b) The Conversion Right may be exercised by the Holder by the surrender of the Bridge Warrant at the principal office of the Company or at the office of the Company’s transfer agent, if any, together with a written statement specifying that the Holder thereby intends to exercise the Conversion Rate Right and indicating the number of shares of Common Stock subject to the Bridge Warrant which are being surrendered (referred to above as defined below)the Conversion Shares) in exercise of the Conversion Right. Conversion of this Note may Such conversion shall be made in whole or in part effective upon receipt by delivery to the Company of a duly executed PDF facsimile copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B Exercise Agreement (the "Notice of Conversion"); provided, provided that the Holder shall not convert original of such Exercise Agreement, together with the Note in part for a number of Conversion Shares that are less than 5% original of the issued and outstanding shares of Common Stock of Bridge Warrant is received by the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of business days following the date on which the final Notice facsimile copy is received), or on such later date as is specified in the Exercise Agreement (the “Conversion Date”), but not later than the Expiration Date. Certificates for the shares issuable upon exercise of the Conversion is Right, together with a check in payment of any fractional amount and, in the case of a partial exercise a new Bridge Warrant evidencing the Common Stock remaining subject to the Bridge Warrant, shall be issued as of the Conversion Date and shall be delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of Holder within seven days following the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofDate.

Conversion Right. Subject to and upon compliance with the provisions of this NoteArticle VI, for as long as this Note is outstanding, at the option of the Holder shall have the rightthereof, at any time on Note may be converted, in whole, or after the date hereof and at its option to convert the Conversion Amount (as defined below) in part in multiples of Euro 1.00 principal amount, into fully paid and nonassessable shares non-assessable Ordinary Shares issuable upon conversion of Common Stock the Notes (the "Conversion Right"), at the Conversion Price in effect at the Conversion Date, until and including, but not after the close of business on the Stated Maturity, unless such Note or some portion thereof shall have been called for redemption or delivered for repurchase prior to the Stated Maturity and no default is made in making due provision for the payment of the redemption price or the Mandatory Repurchase Payment or Mandatory Conversion in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) terms of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstandingIndenture, in which case, with respect to each Note or portion thereof as has been so called for redemption or delivered for repurchase, such Note or portion thereof may be so converted until and including, but not after, the Holder shall surrender this Note close of business on the Business Day prior to the Company Redemption Date or Consummation Date, as applicable, for cancellation within three (3) Trading Days such Note, unless the Issuer subsequently fails to pay the applicable redemption price or make the Mandatory Repurchase Payment or Mandatory Conversion, as the case may be. For the avoidance of doubt, Notes which have been called for redemption or delivered for repurchase and in respect of which a Conversion Right has been exercised by the aforementioned deadlines, shall be converted into Ordinary Shares as promptly as practicable following exercise of the date Conversion Right, notwithstanding the waiting periods referenced in Section 6.01(b) in the Indenture. The Issuer shall be required to honor and accommodate Conversion Notices (i) at least once every calendar month (or portion thereof, in the case of that month which contains the Issue Date) (each, an "Initial Conversion Period") in the one-year period commencing on the Issue Date, provided that Conversion Notices delivered to the Issuer on or prior to the last Business Day of each month and with respect to which the Conversion Notice Date has occurred within such Initial Conversion Period) need be honored by the end of the following month (with any Conversion Notices delivered thereafter or delivered during such Initial Conversion Period but in respect of which the Conversion Notice Date has occurred after the end of the relevant Initial Conversion Period, to be honored by the end of the immediately following month), and (ii) at least once every calendar quarter, on and after the first anniversary of the Issue Date (each, a "Subsequent Conversion Period"), provided that Conversion Notices delivered to the Issuer on or prior to the last Business Day of that calendar quarter's end and with respect to which the Conversion Notice Date has occurred on such Subsequent Conversion Period need be honored by the end of the first month of the following quarter. Notwithstanding the foregoing, the Issuer shall be required to honor and accommodate, as promptly as practicable following receipt of one or more Conversion Notices in any given Initial or Subsequent Conversion Period, received from one or more Holders, relating to 10% or more of the aggregate Principal Amount of Initial Notes originally issued, and in any event during the month following the Conversion Notice Date relating to the last of the Conversion Notices so received. To satisfy its obligations pursuant to Section 6.01(b) of the Indenture, the Issuer shall be required to take all actions, including without limitation the preparation and filing of one or more Spanish listing prospectuses, to give effect to Conversion Notices received and to cause the listing of Ordinary Shares on the Nuevo Mercado (or if the Ordinary Shares shall not at the relevant tixx xx xuoted or listed thereon, on the principal securities exchange or interdealer quotation system on which the final Ordinary Shares are then listed or quoted). To exercise its Conversion Right, the holder of Book-Entry Interests must: (i) duly complete and manually sign a Conversion Notice in the form of Conversion is delivered Exhibit D to the CompanyIndenture (a "Conversion Notice") and deliver (or cause to be delivered) such Conversion Notice to the Issuer and the Paying and Conversion Agent; (ii) transfer such Book-Entry Interests to the Principal Paying and Conversion Agent by book-entry transfer for cancellation; (iii) if required, furnish appropriate endorsements and transfer documents; and (iv) if required but subject to Section 6.08 of the Indenture, pay any taxes and capital, stamp, issue and registration duties arising on the exercise of such Conversion Right, and all taxes, if any, arising by reference to any disposal or deemed disposal of any Ordinary Shares in connection with the exercise of such Conversion Right. Partial conversion Upon the occurrence of this Note resulting a Mandatory Conversion Triggering Event all Notes then outstanding shall automatically convert into the right to receive Ordinary Shares as provided in conversion Section 6.12 of less than all the Indenture. The above description of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder Right is qualified by reference to, and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Noteis subject in its entirety by, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofIndenture.

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the The Holder shall have the right, at any time on or following the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a “Conversion”); provided, however, that notwithstanding anything to the contrary contained herein, the Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall, subject to the Beneficial Ownership Limitation, include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Principal Market. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date hereof as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and at its option “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply to convert a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) into fully paid and nonassessable shares by the applicable Conversion Price then in effect on the date specified in the notice of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion, in the form attached hereto as Exhibit B A (the "“Notice of Conversion"”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided, provided that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Company. Partial Borrower or Bxxxxxxx’s transfer agent before 11:59 p.m., New York, New York time on such conversion of this Note resulting in conversion of less than all of date (the “Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunderDate”). The Holder and the Company shall maintain records showing the number of term “Conversion Shares converted and the date of such conversion. The Company shall deliver Amount” means, with respect to any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance conversion of this Note, acknowledge and agree that, by reason the sum of (1) the provisions Principal Amount of this paragraphNote to be converted in such conversion plus (2) at the Holder’s option, following accrued and unpaid interest, if any, on such Principal Amount at the conversion of a portion of Interest Rate to the NoteConversion Date, plus (3) at the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated Holder’s option, Default Interest, if any, on the face hereofamounts referred to in the immediately preceding clauses (1) and/or (2).

Conversion Right. Subject to and upon compliance with the provisions (a) The Holder of this Note, for as long as this Senior Note is outstanding, the Holder shall have the right, exercisable at any time on or after the date hereof and at its option to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of while this Senior Note may be made in whole or in part is outstanding, by delivery notice to the Company at its principal office, to cause the conversion of a duly executed PDF copy submitted by e-mail (or e-mail attachment) this Senior Note at the principal amount hereof into that number of shares of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company, obtained by dividing the aggregate face amount of this Senior Note by the exercise price per share of the detachable warrants of the Company (the "Conversion Price Per Share"). The Conversion Price Per Share and the securities or other property to be issued upon conversion of this Senior Note shall be subject to adjustment in the same manner as the exercise price per share of the detachable warrants of the Company and the securities or other property to be issued upon exercise of such warrants. (b) Subject to the right of the person in whose name this Senior Note is registered on the record date to receive all interest (including Default Interest) on such Senior Note accrued through the date of such conversion. No ink-original Notice of Conversion shall , no adjustment for interest (including Default Interest) or dividends will be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to made upon the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Senior Note. No fractional shares will be issued upon conversion, but if the conversion results in a fraction, an appropriate amount will be paid by the Company in cash. This right of conversion shall cease upon payment in full of all principal and accrued interest and Default Interest and other amounts due in respect of this Senior Note, provided that the right of conversion shall not cease upon a prepayment of this Senior Note resulting in without the consent of the Holder. (c) The Company hereby agrees that at all times there shall be reserved for issuance upon the exercise of the conversion right under this Senior Note such number of shares of its Common Stock as shall be required for issuance upon exercise of conversion rights under this Senior Note and that the par value of such shares will at all times be less than all or equal to the lesser of $0.625 per share or the applicable Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversionPrice Per Share. The Company shall deliver further agrees that all shares which may be issued upon the exercise of any objection rights represented by this Senior Note will, upon issuance, be validly issued, fully paid and non-assessable, free from all taxes, liens and charges with respect to the Notice issuance thereof other than income or gross receipt taxes and taxes, if any, in respect of Conversion within one (1) Business Day of receipt of any transfer occurring contemporaneously with such notice. The Holder issuance and any assignee, other than transfer restrictions imposed by acceptance of this Note, acknowledge federal and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofstate securities laws.

Conversion Right. (a) Subject to and upon compliance with the provisions of this NoteARTICLE XII, for as long as this a Holder of a Note is outstanding, the Holder shall have the right, at any time on or after the date hereof and at its option such Holder's option, to convert all or any portion (if the Conversion Amount (as defined belowportion to be converted is $1,000 of the principal amount or an integral multiple thereof) into of such Note into, subject to Section 12.12 and the provisions of this Section 12.1, a number of fully paid and nonassessable shares of Common Stock equal to the product of (x) the Conversion Rate in effect on the date of conversion times (y) the quotient of the principal amount of the Note or portion thereof surrendered for conversion divided by $1,000, under the following circumstances: (i) during any calendar quarter if, on each of at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of the preceding calendar quarter, the Closing Sale Price of the Common Stock exceeds 120% of the Conversion Price in effect on the last Trading Day of such preceding calendar quarter; (ii) at any time on or after January 1, 2020; (iii) at any time prior to 5:00 p.m., New York City time, on the second Business Day preceding the Redemption Date, if such Note has been called for redemption pursuant to ARTICLE III; or (iv) as provided in clause (b) of this Section 12. 1. The Company's obligations in respect of conversion of the Notes as provided above are referred to as the "CONVERSION OBLIGATION." The Trustee shall determine on the first day of each calendar quarter prior to January 1, 2020 whether the Notes shall be convertible as a result of the occurrence of an event specified in clause (a)(i) above and, if the Notes shall be so convertible, shall promptly deliver to the Company notice thereof and the Company shall make Public Notice to the Holders thereof on the first day of such calendar quarter. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Notes called for redemption may be converted at any time on and after the date that the Company mails the notice to the Holders required in Section 3.3 until 5:00 p.m., New York City time, on the second Business Day preceding the corresponding Redemption Date. With respect to any conversion of a Note during a Registration Default Period following satisfaction of any of the conditions to conversion described in the Indenture (and during the prescribed time periods in respect thereof), a Holder shall be entitled to 103% of the number of shares of Common Stock that the Holder would have otherwise been entitled to upon conversion, except to the extent the Company elects to deliver cash upon conversion pursuant to Section 12.12. (i) In the event that: (A) the Company distributes to all or substantially all holders of the Common Stock rights or warrants entitling them (for a period expiring within 60 days of the Record Date for such distribution) to subscribe for or purchase Common Stock, or securities convertible into or exchangeable for Common Stock, at a price per share of Common Stock less than the Closing Sale Price of the Common Stock on the Business Day immediately preceding the announcement of such distribution; (B) the Company distributes to all or substantially all holders of its Common Stock cash or other assets, debt securities or rights or warrants to subscribe for or purchase its securities, including the declaration of any cash dividends, payable quarterly or otherwise, where the Fair Market Value (as determined by the Board of Directors) of such distribution per share of Common Stock exceeds 10% of the Closing Sale Price of the Common Stock on the Business Day immediately preceding the date of declaration of such distribution; or (C) a Fundamental Change occurs, then, in each case, the Notes may be surrendered for conversion at any time on and after the date that the Company gives notice (including by making a Public Notice) to the Holders of such right, which shall be, in the case of (A) or (B), not less than 20 Business Days prior to the Ex-Dividend Time for such distribution, or, in the case of (C), within 20 Business Days after the occurrence of the Fundamental Change, until 5:00 p.m., New York City time, on the earlier of the Business Day immediately preceding the Ex-Dividend Time and the date the Company announces that such distribution shall not take place in the case of (A) or (B), or within 20 Business Days of the Company's delivery of the notice of the Fundamental Change in the case of (C); provided, however, that in the case of (A) or (B), a Holder of Notes may not surrender Notes for conversion if the Holder is otherwise entitled to participate in such distribution without conversion. (ii) In addition, in the event that the Company consolidates or merges with or into another Person, or is a party to a binding share exchange pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 12.4, then the Notes may be surrendered for conversion at any time from and after the date which is 15 calendar days prior to the date the Company announces by Public Notice as the anticipated effective time of such transaction until 15 calendar days after the effective date of such transaction, irrespective of whether such transaction constitutes a Fundamental Change. (c) Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, exercising such Holder's right to require the Company to repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 4(c4.2(b) at the Conversion Rate or Section 5.2(b). (as defined below). Conversion d) A Holder of this Note may Notes shall not be made in whole or in part by delivery entitled to the Company any rights of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares holder of Common Stock of the Company as of the date of until such conversion. No ink-original Notice of Conversion shall be requiredHolder has converted its Notes to Common Stock, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein and only to the contrary, the Holder shall not be required extent such Notes are deemed to physically surrender this Note have been converted to the Company until the Note is no longer outstanding, Common Stock as provided in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofSection 12.2(c).

Conversion Right. Subject to (a) On 1 March 2025 and upon compliance with at any time thereafter: (1) the provisions holder of this Note, for as long as this Note is outstanding, the Holder each “D” Preference Share shall have the right, at any time on or after right (but not the date hereof and at its option obligation) to require the Company to convert (in the Conversion Amount holder’s sole discretion) its “D” Preference Share into an Ordinary Share on a one for one basis; and (as defined below2) Xxxxxxx Xxxx-Xxxxx and Xxxxx Xxxxx (acting jointly) (the “M&D Shareholders”) shall have the right (but not the obligation) to require the Company to convert all (but not some) of the “D” Preference Shares to be converted into fully paid and nonassessable shares of Common Stock Ordinary Shares on a one for one basis, in each case in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion terms of this Note may be made Article 6(D)(iii) (each of the conversions referred to in whole or in part Article 6(D)(a)(1) and (2) being a ““D” Preference Share Conversion”). (b) Any party who wishes to exercise their right to require a “D” Preference Share Conversion shall do so by delivery notice to the Company and, if the notice is served by the M&D Shareholders, the holder of the “D” Preference Shares or, if the notice is served by a holder of “D” Preference Shares, the M&D Shareholders (as applicable) (a “Conversion Notice”). In the case of a duly executed PDF copy submitted “D” Preference Share holder, the Conversion Notice shall specify the number of “D” Preference Shares held by e-mail (or e-mail attachment) that holder which are to convert, up to a maximum of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a total number of Conversion “D” Preference Shares that are less than 5% it holds. (c) Within fifteen (15)1F days of the issued and outstanding shares receipt of Common Stock of the Company as of the date of such conversion. No ink-original Notice of a Conversion shall be requiredNotice, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing convert the number of Conversion “D” Preference Shares converted and the date of such conversion. The Company shall deliver any objection subject to the Conversion Notice into Ordinary Shares at a ratio of one Ordinary Share for each “D” Preference Share held (the “Conversion within Ratio”). Upon the occurrence of a “D” Preference Share Conversion, the “D” Preference Share Accrued Dividend (if any) on that “D” Preference Share shall become payable in cash. (d) For so long as it holds, in the case of a holder of “D” Preference Shares, at least one (1) Business Day “D” Preference Share, a holder of receipt of such notice. The Holder and any assignee“D” Preference Shares may exercise its right to require a “D” Preference Share Conversion as many times as it, in its sole discretion, may elect following the completion by acceptance of this Note, acknowledge and agree that, by reason the Company of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereoffirst “D” Preference Share Conversion.

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstandingthe Indenture, the Holder shall have the rightof Securities is entitled, at such Holder's option, at any time on or after the date hereof and at its option from tine to time, to convert this Security (or any portion of the Conversion Amount (as defined below) Principal hereof which is $1,000 or an integral multiple thereof), at the Principal thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at the Conversion Price in effect at the time of conversion. The conversion right shall expire at the close of business on the Stated Maturity. If this Security (or a portion thereof) is called for redemption, such conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Purchase Right with respect to the Security (or a portion thereof), such Holder may exercise its conversion right by withdrawing the Change of Control Purchase Notice in accordance with Section 4(c11.3(c) of the Indenture, and such conversion right in respect of the Security (or portion thereof) shall expire at the close of business on the Business Day immediately preceding the Change of Control Purchase Date. The Conversion Rate (as defined below). Conversion Price shall be initially equal to $18.07 per share of this Note Common Stock, which may be made adjusted under certain circumstances as provided in whole the Indenture. To exercise the conversion right with respect to a Physical Security, a Holder must (1) deliver a completed conversion notice, the form of which is provided in Exhibit B, to the Depositary stating that the Holder elects to convert such Physical Security or, if less than the entire Principal thereof is to be converted, the portion thereof to be converted, (2) deliver duly signed completed conversion notice and the Physical Security duly endorsed or assigned to the Company or in part blank, at the office of any Conversion Agent, (3) pay all Interest to which the Holder is not entitled, if any, pursuant to Section 2.1(e) and (4) pay any transfer taxes or other applicable taxes or duties, if required. To convert interests in a Global Security, a Holder must deliver to DTC the appropriate instruction form for conversion pursuant to DTC's conversion program. To the extent required by delivery Section 2.1(e) of the Indenture, if this Security is surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date, such Security shall be accompanied by payment by such Holder in immediately available funds to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) an amount equal to the Interest to be received on such Interest Payment Date on Principal of Securities being surrendered for conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Notice Holders of Conversion in such Securities as Holders shall cease, and the form attached hereto as Exhibit B (Person or Persons entitled to receive the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at such time. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with Section 11.3 of the Company as Indenture. No fractional shares of the date Common Stock will be issued upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such conversion. No ink-original Notice of Conversion shall be requiredSecurities, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing pay a cash adjustment as provided in the number of Conversion Shares converted and the date of such conversionIndenture. The Company shall deliver any objection Reference is made to the Notice Indenture for other rights and obligations of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance the Holders of this Note, acknowledge and agree that, by reason of the provisions of Security with respect to their right to convert this paragraph, following the conversion of a Security or any portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.

Conversion Right. Subject to and upon compliance with the provisions The Holder of this Note, for as long as this Convertible Note is outstanding, the Holder shall have the ----------------- right, at Holder's option, at any time on or after the date hereof and at its option time, to convert the Conversion Amount (as defined below) all, or, in multiples of $50,000, any part of this Convertible Note into such number of fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below)shall be provided herein. Conversion The holder of this Convertible Note may be made in whole or in part exercise the conversion right by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B giving written notice (the "Notice of ConversionConversion Notice"); provided, that ) to the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% Borrower of the issued exercise of such right and outstanding stating the name or names in which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by the Convertible Note. The number of shares of Common Stock that shall be issuable upon conversion of the Company as Convertible Note shall equal the face amount of the Convertible Note divided by the Conversion Price as defined below and in effect on the date the Conversion Notice is given; provided, however, that in the event that this Convertible Note shall have been partially redeemed, shares of such conversionCommon Stock shall be issued pro rata, rounded to the nearest whole share. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein deemed to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of have been effected on the date on which the final Conversion Notice of is received (the "Conversion is delivered to the CompanyDate"). Partial conversion of this Note resulting in conversion of less than all Within 10 business days after receipt of the Conversion Amount Notice, Borrower shall have issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the effect of lowering address designated in the Conversion Amount outstanding hereunder. The Holder and Notice, a stock certificate or stock certificates of the Company shall maintain records showing Borrower representing the number of shares of Common Stock to which Holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Convertible Note being converted up to and including the Conversion Shares converted and the date of such conversionDate. The Company shall deliver any objection to conversion rights will be governed by the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to and upon compliance with (i) If the provisions Borrower commits a default in payment of this Noteany two consecutive installments of principal amounts of the Facility or Interest thereon or any combination thereof, for as long as this Note is outstandingthen, the Holder Lender shall have the right, at any time on or after right to convert (“the date hereof and Conversion Right”) at its option to convert the Conversion Amount (as defined below) whole or part of the defaulted amount of the Facility into fully paid and nonassessable paid-up equity shares of Common Stock the Borrower, at par, in accordance with Section 4(c) the manner specified in a notice in writing of at least 15 days to be given by the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery Lender to the Company of a duly executed PDF copy submitted by e-mail Borrower (or e-mail attachment) of which notice is hereinafter referred to as the Notice of Conversion in the form attached hereto as Exhibit B (the "“Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization”) of any Notice of Conversion be required. Notwithstanding anything herein prior to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final conversion is to take effect, which date shall to specified in the said notice (the “Date of Conversion”); (ii) On receipt of Notice of Conversion is delivered Conversion, the Borrower shall allot and Issue the requisite number of fully paid-up equity shares to the Company. Partial conversion Lender as from the Date of this Note resulting Conversion and the Lender shall accept the same in conversion of less than all satisfaction of the Conversion Amount shall have principal amount of the effect of lowering Facility to the Conversion Amount outstanding hereunderextent so converted. The Holder part of the Facility so converted shall cease to carry interest as from the Date of Conversion and the Company Facility shall maintain records showing stand correspondingly reduced. Upon such conversion, the number installments of the Facility payable after the Date of Conversion Shares converted and as per the date Amortisation Schedule set forth in Schedule II hereto shall stand reduced proportionately by the amounts of such conversionthe Facility so converted. The Company shall deliver any objection equity shares so allotted and issued to the Notice Lender shall carry, from the Date of Conversion within one (1) Business Day of receipt of such notice. The Holder Conversion, the right to receive proportionately the dividends and any assignee, by acceptance of this Note, acknowledge and agree that, by reason other distributions declared or to be declared in respect of the provisions of this paragraph, following the conversion of a portion equity capital of the Note, the number of Borrower; (iii) The Conversion Shares available for conversion hereunder at any given time Right may be less than exercised by the amount stated Lender on one or more occasions during the face hereof.currency of the Facility;

Conversion Right. Subject Upon the occurrence of a Trigger Event, if the holder of the “C” Preference Shares elects not to and upon compliance with exercise its “C” Preference Share Redemption right, then the provisions holder of this Note, for as long as this Note is outstanding, the Holder “C” Preference Shares shall have the right, at any time on or after right (but not the date hereof and at its option obligation) to convert the Conversion Amount (as defined below) its issued and outstanding “C” Preference Shares into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion shares of Ordinary Shares that are less than 5% equal to ten per cent. (10%) of all the issued and outstanding shares Ordinary Shares (on a fully diluted basis) as of Common Stock such time (collectively, the “Preferred C Share Conversion”). Upon the occurrence of the Company as Preferred C Share Conversion, the holder of the date “C” Preference Shares shall forfeit all of its rights to the accrued and unpaid “C” Preference Dividends associated with the converted “C” Preference Shares. The holder of the “C” Preference Shares shall exercise such conversion right by delivering written notice of exercise to the Company within fifteen (15) days following receipt by the holder of the “C” Preference Shares of written notice of such conversionTrigger Event from the Company. No ink-original Notice Such notice of Conversion shall exercise may be requiredexpressly made conditional upon the occurrence of such Trigger Event. For the avoidance of doubt, nor shall any medallion guarantee (or other type if the holder of guarantee or notarization) the “C” Preference Shares does not exercise its conversion right upon the occurrence of any Notice a Trigger Event, then it will continue to have a conversion right with respect to its “C” Preference Shares upon the occurrence of Conversion be requiredeach and every subsequent Trigger Event, if and as applicable. Notwithstanding anything herein in these Articles to the contrary, if the Holder holder of the “C” Preference Shares exercises its right of conversion in accordance with this Article 6(C), then, notwithstanding the timing of such exercise, the Preferred C Share Conversion shall not be required deemed to physically surrender this Note have occurred immediately prior to the Company until applicable Trigger Event for all purposes (including the Note is no longer outstanding, distribution of applicable proceeds to all holders of Ordinary Shares in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of connection with such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofTrigger Event).

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the rightright at its option, at any time beginning on or after the date hereof and at its option January 31, 2025, to convert the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.

Conversion Right. Subject to the terms hereof and upon compliance with the provisions of this Noterestrictions and limitations contained herein, for as long as this Note is outstandingincluding those in Section 2.10(e), the Holder Lender shall have the right, at the Lender’s option, at any time on or after the date hereof and at its option from time to time to convert the Conversion Amount (as defined below) into fully paid and nonassessable to shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion outstanding principal amount of this Note may be made and accrued interest on the Loans in whole or in part by from and after the earliest to occur of (i) three (3) years after the Closing Date, (ii) the announcement of a potential Change of Control (provided that any conversion of the Loan pursuant to this clause (ii) shall occur only if and when such Change of Control is consummated), (iii) the failure of the Borrower to comply with its obligations under Section 2.05(c) (provided that in the event of a cure of such failure prior to delivery of a Conversion Notice, the Lender no longer shall have the right to convert under this clause (iii)) and (iv) the Borrower’s delivery of a notice to the Company Lender of a duly executed PDF copy submitted by e-mail (or e-mail attachment) notice of prepayment pursuant to Section 2.04, which prepayment would result in a reduction of the Notice of Conversion in outstanding Loan Balance below an amount that would enable the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not Lender to convert the Note in part for a number of Conversion Shares that are less than 5Loans to 19.9% of the issued and outstanding number of shares of Common Stock outstanding on the Closing Date (after giving effect to any issuances of Common Stock on the Closing Date). Any such partial conversion shall be of the Company as Tranche A Loan, the Tranche B Loan, the Tranche C Loan or the Tranche D Loan or any combination of the date of foregoing in such conversion. No ink-original Notice of Conversion order as the Borrower shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein elect in a written notice to the contrary, the Holder shall Lender delivered not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within more than three (3) Trading Business Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and after the date of such conversion. The Company shall deliver Upon any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason conversion of the provisions of this paragraphLoans, following the conversion of a portion Maximum Commitment shall be permanently reduced by the aggregate principal amount of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofLoans so converted.

Conversion Right. Subject to and upon compliance with 2.1 After six (6) months of the provisions issuance date of this NoteNote and prior to the Maturity Date, for as long as this Note is outstanding, both the Company and Holder shall have the right, at any time on or after the date hereof and at its option to convert the Conversion Amount this Note (as defined belowin whole or in part) into unregistered, fully paid and nonassessable shares of Common Stock in accordance with Section 4(ccommon stock (“Shares”) of the Company at the Conversion Rate Price (as defined below). Conversion of this Note may be made and provided for in whole or in part Section 2.2 hereof) by delivery providing thirty (30) days’ prior written notice to the Company other party (substantially in the form of a duly executed PDF copy submitted by e-mail (or e-mail attachment) Exhibit A attached hereto, the “Notice of Conversion”; the date of due execution and delivery of the Notice of Conversion in to the form attached hereto as Exhibit B other party, the “Conversion Date”). 2.2 For purposes of this Note, the conversion price for the Shares (the "Notice “Conversion Price”) shall be the average closing price of Conversion")the Shares on the five (5) trading days immediately preceding the Conversion Date; provided, however, that the Holder Conversion Price shall not convert be adjusted (as determined in good faith by the Board of Directors of the Company) to give appropriate effect to the occurrence prior to the Conversion Date of any stock split or combination of Shares, reclassification of Shares or capital reorganization of the Company. The number of Shares issuable upon conversion of this Note shall be determined by dividing the principal amount of the Note in part for a number of (or converted portion thereof) by the Conversion Shares that are less than 5% Price, rounding any fractional result down to the nearest whole share. . 2.3 Within thirty (30) days of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which caseDate, the Holder shall surrender this Note to at the Company for cancellation within three (3) Trading Days principal office of the date on which Company, together with written instructions that shall state such Xxxxxx's name or the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all names of the Conversion Amount shall have nominee(s) in which such Holder wishes the effect of lowering certificate or certificates for the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversionto be issued. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of shall, upon receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, cause to be delivered to Holder (or to Holder's nominee(s) if so instructed in writing) certificates in the name of the Holder or Holder’s nominee representing the number of Conversion Shares available for conversion hereunder at into which the Note (or converted portion thereof) shall be converted in accordance with the provisions hereof. Holder shall not have any given time may rights whatsoever to the Shares and shall not be less than entitled to vote such Shares or to receive any dividends, merger consideration, stock splits or the amount stated on like until due receipt of the face hereofShares.

Conversion Right. (i) Subject to and upon compliance with the provisions of this NoteSection 1.7, for as long as this Note is outstanding, at the Holder shall have the right, option of each Lender at any time on or after before the Maturity Date or such later date hereof upon which all obligations under a Convertible Term Note have not been satisfied by the Company), the unpaid principal balance and at its option to convert the Conversion Amount (as defined below) any accrued but unpaid interest of a Convertible Term Note or any portion thereof may be converted into fully fully-paid and nonassessable non-assessable shares of Common Stock in accordance with Section 4(cof the Company (the "Conversion Shares"), at a conversion price per share (the "Conversion Price") equal to (i) $1.75 per share if the Convertible Term Note being converted is dated on or before September 8, 1997 and (ii) $2.00 per share if the Convertible Term Note being converted is dated after September 8, 1997. Notwithstanding the foregoing or anything else to the contrary contained herein, however, if at any time on or before November 3, 1997, the Company issues a note, debenture or other debt instrument convertible into the Common Stock of the Company, or issues a warrant, option or other instrument or agreement giving the holder the right to purchase the common stock of the Company, the Company shall notify each Lender of all material terms thereof, and then at the option of each Lender, from and after the time of any such issuance, the Conversion Rate Price for such Lender's Convertible Term Note in this Agreement shall be either (x) the Conversion Price set forth in this Section 1.7(a)(i) or (y) the conversion price or exercise price set forth in any such debenture, note, instrument, warrant, option or agreement. The Company shall be required to provide at least ten (10) days prior written notice to all holders of Convertible Term Notes of any intention by the Company to repay (whether through a scheduled payment or prepayment) all or any portion of such Convertible Term Notes. If the Company has not received a Conversion Notice from a holder of a Convertible Term Note (as defined below). provided in Section 1.7(a)(ii) with respect to such repayment by the Company prior to repayment of such amount in cash on such date, the right of the holder of such Convertible Term Note to receive any such amount in Conversion Shares shall expire as of this Note may the time of such receipt. (ii) The conversion right shall be made in whole or in part exercised by delivery sending to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion notice substantially in the form attached hereto as Exhibit B "C" (the "Notice of ConversionConversion Notice"); provided, that duly executed by the Holder Lender. The Conversion Notice shall state the principal amount and such portion of the accrued but unpaid interest thereof to be so converted and shall identify a closing date not convert the Note in part for a number of Conversion Shares that are more than 20 nor less than 5% of the issued and outstanding shares of Common Stock of the Company as of 10 days from the date of the Conversion Notice. On such conversion. No ink-original Notice of Conversion closing date, if it is being paid in full by the Company, the relevant Convertible Term Note shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note returned to the Company for cancellation within three cancellation. (3iii) Trading Days Conversion Shares issuable upon conversion of a Convertible Term Note shall be issued in the name of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting relevant Lender and shall be transferable only in conversion of less than accordance with all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder terms and restrictions contained herein. (iv) Upon such conversion, the Company shall maintain records showing the number of Conversion Shares converted pay all accrued and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following unpaid interest through the conversion of a portion of date on the Note, the number of Conversion Shares available Convertible Term Note or such part thereof delivered for conversion hereunder at any given time may be less (other than the amount stated on portion, if any, which the face hereofLender elects to convert into Conversion Shares). (v) No fractional shares shall be issued or delivered upon conversion

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the The Holder shall have the right, at any time on or after following the date hereof and at its option that an Event of Default (as defined in this Note) occurs under this Note, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a “Conversion”); provided, however, that notwithstanding anything to the contrary contained herein, the Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply to a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) into fully paid and nonassessable shares by the applicable Conversion Price then in effect on the date specified in the notice of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion, in the form attached hereto as Exhibit B A (the "“Notice of Conversion"”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided, provided that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Company. Partial Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion of this Note resulting in conversion of less than all of date (the “Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunderDate”). The Holder and the Company shall maintain records showing the number of term “Conversion Shares converted and the date of such conversion. The Company shall deliver Amount” means, with respect to any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance conversion of this Note, acknowledge and agree that, by reason the sum of (1) the provisions Principal Amount of this paragraphNote to be converted in such conversion plus (2) at the Holder’s option, following accrued and unpaid interest, if any, on such Principal Amount at the conversion of a portion of Interest Rate to the NoteConversion Date, plus (3) at the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated Holder’s option, Default Interest, if any, on the face hereofamounts referred to in the immediately preceding clauses (1) and/or (2).

Conversion Right. Subject to and upon compliance with the provisions (a) The Holder of this Note, for as long as this Note is outstanding, the Holder Debenture shall have the right, at Holder's option, at any time on or after the date hereof and at its option time, to convert all, or, in multiples of $100,000, any part of the Conversion Amount (as defined below) Debenture into such number of fully paid and nonassessable shares of Common Stock as provided herein. The Holder of this Debenture may exercise the conversion right by giving written notice (the "Conversion Notice") to Borrower of the exercise of such right and stating the name or names in accordance with Section 4(c) at which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by the Debenture. The number of shares of Common Stock that shall be issuable upon conversion of the Debenture shall equal the face amount of the Debenture divided by the Conversion Rate Price (as defined below). ) and in effect on the date the Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion")is given; provided, however, that in the Holder event that this Debenture shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding have been partially redeemed, shares of Common Stock of shall be issued pro rata, rounded to the Company as of the date of such conversionnearest whole share. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee deemed to have been effected on the date the Conversion Notice is received (or other type of guarantee or notarization) the "Conversion Date"). In the case of any Notice of Conversion be required. Notwithstanding anything herein to the contraryDebenture called for redemption, the Holder shall not be required to physically surrender this Note to conversion rights will expire at the Company until close of business on the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the CompanyRedemption Date. Partial conversion of this Note resulting in conversion of less than all Within 20 business days after receipt of the Conversion Amount Notice, Borrower shall have issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the effect of lowering address designated in the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing Notice, a stock certificate or stock certificates of Borrower representing the number of shares of Common Stock to which Holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Debenture up to and including the Conversion Shares converted and the date of such conversionDate. The Company shall deliver any objection to conversion rights will be governed by the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.provisions:

Conversion Right. Subject to and upon compliance with the provisions of this Note(a) Except as set forth in section 3.3(a), for as long as this Note is outstanding, the each Holder shall have the right, right at any time on or after during the date hereof and Permitted Conversion Period at its option to convert the Conversion Amount (as defined below) each $1,000 principal amount of its Debentures into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) Shares at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery effect at such time, all on the terms and subject to the Company conditions provided in this Article 5, provided that the only shares issuable on conversion of the Debentures shall be Prescribed Securities. (b) [Intentionally deleted.] (c) [Intentionally deleted.] (d) In order to exercise its option to convert provided pursuant to subsection (a), a Holder will, subject to the proviso herein, be required to deliver to the Trustee at the Corporate Trust Office a conversion notice in the form set forth in Schedule 5.1(b) (the “Conversion Notice”) (with a copy to the Issuer), duly completed and executed PDF copy submitted by e-mail the Holder or its executors, administrators or other legal representatives or its or their attorney duly appointed by instrument in form and execution satisfactory to the Trustee, together with the related Debentures. The Conversion Notice shall specify the date of conversion (or e-mail attachmentthe “Conversion Date”) of the Debentures, which Conversion Date shall be a date that falls within the Permitted Conversion Period. (e) Upon receipt of a Conversion Notice from the Holder, the Issuer shall ensure that the following conditions are met: (i) unless, pursuant to the terms of Conversion this Indenture, Common Shares are no longer issuable upon conversion, the Common Shares to be issued on conversion shall be issued from treasury of the Issuer, shall be fully paid and non-assessable Common Shares, and shall be free of any Lien or adverse claim; (ii) unless a Change of Control has occurred, the Common Shares to be issued shall be listed for trading on a Recognized Stock Exchange; (iii) unless a Change of Control has occurred, the Issuer shall be a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in the form attached hereto as Exhibit B Provinces of Canada in which the Issuer is then a reporting issuer; (iv) no Default or Event of Default shall have occurred and be continuing; and (v) the "Notice receipt by the Trustee of Conversion"an Officer’s Certificate stating that conditions (i); provided, that (ii), (iii) and (iv) above have been satisfied and setting forth the Holder shall not convert the Note in part for a number of Common Shares to be delivered for each $1,000 principal amount of Debentures, plus the accrued and unpaid interest thereon, and the calculation of the Conversion Rate. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Conversion Date, the Issuer shall in lieu of delivery of the Common Shares that are less than 5% would otherwise be issuable pursuant to the Conversion Notice pay in cash the product of the issued and outstanding shares of Common Stock Current Market Price of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of Common Shares on the date on which the final Conversion Notice of Conversion is delivered given by the Holder to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing Issuer multiplied by the number of Conversion Common Shares converted and into which the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason principal amount of the provisions of this paragraph, following Debentures would then be convertible unless such Holder waives the conversion of a portion of conditions which are not satisfied or extends the Note, time by which the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofIssuer is to satisfy such conditions.

Conversion Right. Subject to and upon compliance with the provisions of this NoteArticle VI, for as long as this Note is outstanding, at the option of the Holder shall have the rightthereof, at any time on Note may be converted, in whole, or after the date hereof and at its option to convert the Conversion Amount (as defined below) in part in multiples of Euro 1.00 principal amount, into fully paid and nonassessable shares non-assessable Ordinary Shares issuable upon conversion of Common Stock the Notes (the "Conversion Right"), at the Conversion Price in effect at the Conversion Date, until and including, but not after the close of business on the Stated Maturity, unless such Note or some portion thereof shall have been called for redemption or delivered for repurchase prior to the Stated Maturity and no default is made in making due provision for the payment of the redemption price or the Mandatory Repurchase Payment or Mandatory Conversion in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) terms of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstandingIndenture, in which case, with respect to each Note or portion thereof as has been so called for redemption or delivered for repurchase, such Note or portion thereof may be so converted until and including, but not after, the Holder close of business on the Business Day prior to the Redemption Date or Consummation Date, as applicable, for such Note, unless the Issuer subsequently fails to pay the applicable redemption price or make the Mandatory Repurchase Payment or Mandatory Conversion, as the case may be. For the avoidance of doubt, Notes which have been called for redemption or delivered for repurchase and in respect of which a Conversion Right has been exercised by the aforementioned deadlines, shall be converted into Ordinary Shares as promptly as practicable following exercise of the Conversion Right, notwithstanding the waiting periods referenced in Section 6.01(b) in the Indenture. The Issuer shall be required to honor and accommodate Conversion Notices (i) at least once every calendar month (or portion thereof, in the case of that month which contains the Issue Date) (each, an "Initial Conversion Period") in the one-year period commencing on the Issue Date, provided that Conversion Notices delivered to the Issuer on or prior to the last Business Day of each month and with respect to which the Conversion Notice Date has occurred within such Initial Conversion Period) need be honored by the end of the following month (with any Conversion Notices delivered thereafter or delivered during such Initial Conversion Period but in respect of which the Conversion Notice Date has occurred after the end of the relevant Initial Conversion Period, to be honored by the end of the immediately following month), and (ii) at least once every calendar quarter, on and after the first anniversary of the Issue Date (each, a "Subsequent Conversion Period"), provided that Conversion Notices delivered to the Issuer on or prior to the last Business Day of that calendar quarter's end and with respect to which the Conversion Notice Date has occurred on such Subsequent Conversion Period need be honored by the end of the first month of the following quarter. Notwithstanding the foregoing, the Issuer shall be required to honor and accommodate, as promptly as practicable following receipt of one or more Conversion Notices in any given Initial or Subsequent Conversion Period, received from one or more Holders, relating to 10% or more of the aggregate Principal Amount of Initial Notes originally issued, and in any event during the month following the Conversion Notice Date relating to the last of the Conversion Notices so received. To satisfy its obligations pursuant to Section 6.01(b) of the Indenture, the Issuer shall be required to take all actions, including without limitation the preparation and filing of one or more Spanish listing prospectuses, to give effect to Conversion Notices received and to cause the listing of Ordinary Shares on the Nuevo Mercado (or if the Ordinary Shares shall not at the relevant tixx xx xuoted or listed thereon, on the principal securities exchange or interdealer quotation system on which the Ordinary Shares are then listed or quoted). To exercise its Conversion Right, the holder of Definitive Registered Notes must: (i) duly complete and manually sign a Conversion Notice in the form of Exhibit D to the Indenture (a "Conversion Notice") and deliver (or cause to be delivered) such Conversion Notice to the Paying and Conversion Agent; (ii) surrender this the Definitive Note to the Company Registrar for cancellation within three cancellation; (3iii) Trading Days if required, furnish appropriate endorsements and transfer documents; and (iv) if required but subject to Section 6.08 of the date Indenture, pay any taxes and capital, stamp, issue and registration duties arising on which the final Notice exercise of such Conversion is delivered Right, and all taxes, if any, arising by reference to any disposal or deemed disposal of any Ordinary Shares in connection with the Companyexercise of such Conversion Right. Partial conversion Upon the occurrence of this Note resulting a Mandatory Conversion Triggering Event all Notes then outstanding shall automatically convert into the right to receive Ordinary Shares of the Issuer as provided in conversion Section 6.12 of less than all the Indenture. The above description of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder Right is qualified by reference to, and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Noteis subject in its entirety by, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofIndenture.

Conversion Right. (i) Subject to the terms hereof and upon compliance with the provisions of this Note, for as long as this Note is outstandingrestrictions and limitations contained herein, the Holder shall have the right, at the Holder’s option, at any time on or after the date hereof and at its option from time to time to convert the Conversion outstanding Principal Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below). Conversion of Interest under this Note may be made Debenture in whole or in part by delivery delivering to the Company Company, or directly to Company’s Transfer Agent, a fully executed notice of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion conversion in the form of conversion notice attached hereto as Exhibit B A (the "“Conversion Notice”), which may be transmitted by email. (ii) The date of any Conversion Notice of Conversion"); provided, that hereunder and any Payment Date shall be referred to herein as the “Conversion Date.” If the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Amount Notice, the Company shall have promptly deliver to the effect of lowering Holder (but no later than five Business Days after the Conversion Date) a Debenture for such outstanding Principal Amount outstanding hereunderas has not been converted if this Debenture has been surrendered to the Company for partial conversion. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon each such conversion or repayment. (iii) The Company will deliver to the Holder (or Hxxxxx’s authorized designee) not later than two (2) Business Days after the Conversion Date, a certificate or certificates which certificate(s) representing the number of shares of Common Shares being acquired upon the conversion of this Debenture. If in the case of any conversion hereunder, such certificate or certificates are not delivered to or as directed by the Holder by the fifth Business Day after the Conversion Shares converted and Date, the date Holder shall be entitled by notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return this Debenture tendered for conversion. (iv) If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Article II in accordance herewith, prior to the fifth Business Day after the Conversion Date, the Company shall pay to the Holder as liquidated damages, in cash, an amount equal to One Thousand Dollars ($1,000) per day, until such certificate or certificates are delivered. Such liquidated damages will be added to the principal value of the Debenture. The Company shall deliver acknowledges that it would be extremely difficult or impracticable to determine Hxxxxx’s actual damages and costs resulting from the delay in making delivery of the unrestricted stock certificate and the inclusion herein of any objection such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs and do not constitute a penalty. (v) Notwithstanding anything contained herein to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assigneecontrary, by acceptance the aggregate Principal Amount of this NoteDebenture shall be convertible into an aggregate amount of Common Shares representing not less than 1.0839%of the Company, acknowledge on a pro forma and agree thatfully-diluted basis; provided, by reason however, all the outstanding unsecured indebtedness of the provisions of this paragraph, following the conversion of a portion Company has converted into Common Shares of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofCompany and has been extinguished.

Conversion Right. (a) Subject to and upon compliance with the provisions of this NoteSection, for as long as this Note is outstanding, the Holder each Lender shall have the rightright (the "Conversion Right"), at any time on its ---------------- option, upon (x) the occurrence of an Event of Default specified in Section 7(k), or after (y) the date hereof and at its option Maturity Date, except to the extent that the Loans have been previously prepaid, to convert the Conversion Amount (as defined below) principal amount of any such Loan, or any portion of such principal amount, into that number of fully paid and nonassessable non-assessable shares of Common Stock in accordance with Section 4(c(as such shares shall then be constituted) at obtained by dividing the principal amount of the Loans or portion thereof to be so converted by the Conversion Rate (as defined below)Price in effect at such time, by surrender of its Note in the manner provided in Section 8.2. Conversion of this Note may be made in whole or in part by delivery A Lender is not entitled to the Company any rights of a duly executed PDF copy submitted by e-mail (or e-mail attachment) holder of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock until such Lender has converted its Loan to shares of Common Stock, and only to the extent such Loans are deemed to have been converted to shares of Common Stock under this Section 8. If any amount paid or prepaid in respect of any Loan is avoided, rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company Borrower or any other Loan Party, or upon or as a result of the date appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Loan Party or any substantial part of its property, or otherwise, the Conversion Right with respect to such conversion. No ink-original Notice of Conversion amount shall be requiredreinstated or shall continue to be effective, nor shall any medallion guarantee all as though such payments had not been made. (or other type of guarantee or notarizationb) Common Stock issuable upon conversion of any Notice Loan will bear legends substantially in the form of Conversion be required. Notwithstanding anything herein to those set forth on Schedule 8.1. (c) The Borrower shall at all times reserve and keep available out of its authorized Common Stock, solely for the contrarypurpose of issuance or delivery upon conversion of the Loans, the Holder shall not number of shares of Common Stock that will be required to physically surrender this Note be delivered in connection with such conversion pursuant to the Company until terms of the Note Indenture. (d) If on the Closing Date or on the date the Conversion Price is no longer outstanding, in which caseadjusted pursuant to the provisions of Sections 8.4 and 8.5, the Holder Borrower shall surrender this Note not have available sufficient authorized Common Stock for the purpose of issuance or delivery upon conversion of the Loans, the Borrower shall, within 180 days from the Closing Date and/or any such date of adjustment, obtain such additional authorized Common Stock for such purpose (the "Reservation Grace ----------------- Period"). If any Reservation Grace Period shall have expired prior to the Company for cancellation within three ------ Borrower's obtaining additional authorized Common Stock sufficient to meet its obligation under Section 8.1(c) (3an "Authorization Default"), additional --------------------- interest ("Authorization Default Liquidated Damages") Trading Days of will accrue on the Loans ---------------------------------------- from and including the day following such Authorization Default to but excluding the day on which such Authorization Default has been cured. Authorization Default Liquidated Damages will be paid monthly in arrears on each Interest Payment Date, with the first such payment due on the first Interest Payment Date following the date on which the final Notice such Authorization Default Liquidated Damages begin to accrue and will accrue at a rate per annum of Conversion is delivered to the Company. Partial conversion one quarter of this Note resulting in conversion of less than all one percent (0.25%) of the Conversion Amount shall have principal amount, to and including the effect 90th day following such Authorization Default and at a rate per annum of lowering one half of one percent (0.50%) thereof from and after the Conversion Amount outstanding hereunder91st day following such Authorization Default. The Holder and the Company shall maintain records showing the number In no event will Authorization Default Liquidated Damages accrue at a rate per annum exceeding one half of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one percent (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof0.50%).

Conversion Right. Subject (1) Upon delivering a conversion notice to the Corporation substantially in the form provided in Appendix "1", and upon compliance with subject to the provisions terms and conditions of this Note, for as long as this Note is outstandingArticle 4, the Holder shall have the right, at its option, at any time, and from time on or after to time prior to the date hereof and at its option Expiry Date, to convert the Conversion Amount (as defined below) Principal Sum, in whole or in whole multiples of $1,000, into fully paid and nonassessable shares of non-assessable Common Stock in accordance with Section 4(c) Shares at the Conversion Rate Price in effect on the Conversion Date. (as defined below2) The Conversion Right shall entitle the Holder, and the Holder shall have authority to exercise its option at its sole discretion, to receive on the Conversion Date (i) Common Shares, and (ii) all accrued and unpaid Interest on the Principal Sum so converted and any other amount then payable by the Corporation to the Holder hereunder up to the Conversion Date. (3) The Holder may only exercise the Conversion Right by surrendering to the Corporation, prior to the Maturity Date, this Debenture with a duly completed and conversion notice specifying the following: (a) the Principal Sum in respect of which the Conversion Right is being exercised; (b) to the extent known, the number of Common Shares which the Holder wishes to acquire (being not more than those which the Holder is entitled to acquire). Conversion ; (c) the Person or Persons in whose name or names such Common Shares are to be issued; (d) the address or addresses of this Note such Persons; (e) the number of Common Shares to be issued to each such Person if more than one is so specified; (f) the address where the new Debenture, if any, representing the unconverted portion of the Principal Sum may be made sent, if applicable; and (g) the Conversion Date for the Debenture being converted, being a date not less than three (3) days nor more than twenty (20) days after the date that the conversion notice is deemed by Section 15.3 to have been effectively given and received. (4) Once notice of the exercise of the Conversion Right, in whole or in part part, by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert is received, or deemed to be received by the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein Corporation pursuant to the contrarySection 15.3, the Holder shall may not be required revoke, cancel or otherwise withdraw the giving of notice to physically surrender this Note exercise its Conversion Right, except with the express, written consent of the Corporation, given prior to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the Company. Partial conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofDate.

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the 4.1.1 Each Holder shall have the right, right at any time on or after from the date hereof of issue of the Debentures until the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date or, (ii) if Debentures are to be repurchased pursuant to section 3.3, the Business Day immediately preceding the Payment Date, at his option to convert each $1,000 principal amount of his Debentures into that number of Common Shares equal to the Conversion Number, all on the terms and at subject to the conditions provided in this Article 4, provided that the only shares issuable on conversion of the Debentures shall be shares that are “prescribed securities” as defined in section 6208 of the regulations to the Income Tax Act (Canada). 4.1.2 In order to exercise its option to convert provided pursuant to subsection 4.1.1, a Holder will be required to deliver to the Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(c) Indenture Trustee at the Conversion Rate (Corporate Trust Office or any other place specified in the Maturity Notice or the Offer to Purchase, as defined below). Conversion of this Note the case may be made in whole be, on or in part by delivery prior to the Company Business Day immediately preceding the Maturity Date or the Payment Date, as the case may be, a conversion notice in the form set forth in Schedule “B1” (the “Conversion Notice”) (with a copy to the Company), duly completed and executed by the Holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by instrument in form and execution satisfactory to the Indenture Trustee, together with the related Debentures. The Conversion Notice shall specify the date of a duly executed PDF copy submitted by e-mail conversion (or e-mail attachmentthe “Conversion Date”) of the Notice of Debentures, which Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock of the Company as of the date of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. Notwithstanding anything herein to the contrary, the Holder Date shall not be required to physically surrender this Note to the Company until the Note is no longer outstanding, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) Trading Days of earlier than the date on which the final Conversion Notice of Conversion is delivered to the Company. Partial Indenture Trustee and shall not be later than the close of business on the Business Day immediately preceding the Maturity Date or the Payment Date. 4.1.3 Upon receipt of a Conversion Notice from the Holder, the Company shall ensure that the following conditions are satisfied on or before the completion of the conversion as set forth in Section 4.2: (a) the Common Shares to be issued on conversion by the Holder shall be issued from treasury of this Note resulting the Company and shall be fully paid and non-assessable Common Shares; (b) such additional Common Shares shall be approved for listing or quoting on each Recognized Stock Exchange; (c) the Company shall be a reporting issuer or equivalent in conversion good standing or equivalent under Applicable Securities Laws in the United States and the Provinces of less than all Canada in which the Company is a reporting issuer; (d) no Event of Default shall have occurred and be continuing; (e) the Indenture Trustee shall have received an Officer’s Certificate stating that conditions (a), (b), (c) and (d) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures, plus the accrued and unpaid interest thereon, and the calculation of the Conversion Amount shall have Number; and (f) the receipt by the Indenture Trustee of an Opinion of Counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of lowering this Indenture, will be validly issued as fully paid and non-assessable. If the foregoing conditions are not satisfied prior to the close of business on the fifth Business Day following the Conversion Amount outstanding hereunder. The Holder and Date, the Company shall maintain records showing pay in cash the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason Value of the provisions Debentures in lieu of this paragraph, following the conversion of a portion delivery of the NoteConversion Number of Common Shares, unless such Debentureholder waives the number of Conversion Shares available for conversion hereunder at any given conditions which are not satisfied or extends the time may be less than by which the amount stated on the face hereofCompany is to satisfy such conditions.

Conversion Right. Subject to and upon compliance with the provisions of this Note, for as long as this Note is outstanding, the Holder shall have the right, at At any time on or after the date hereof and at its prior to the Maturity Date while this Note remains outstanding, Lender shall have the option to convert all or any portion of the Conversion Amount (as defined below) outstanding and unpaid principal and accrued interest on this Note into unrestricted, fully paid and nonassessable shares of Common Stock in accordance with this Section 4(c) at the Conversion Rate (6 calculated as defined below)follows. Conversion of this Note may be made in whole or in part by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Conversion in the form attached hereto as Exhibit B (the "Notice of Conversion"); provided, that the Holder shall not convert the Note in part for a The number of Conversion Shares that are less than 5% of the issued and outstanding shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 6 shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”). The Parent shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Parent shall round such fraction of a share of Common Stock up to the nearest whole share. The Parent shall pay any and all transfer, stamp and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company as transfer agent of the date Parent) that may be payable with respect to the issuance and delivery of such conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) Common Stock upon conversion of any Notice of Conversion be requiredAmount. Notwithstanding anything herein In connection with a conversion pursuant to this Section 6, the Lender shall deliver to the contrary, the Holder shall not be required to physically surrender Parent or its transfer agent this Note duly endorsed, or a notice that this Note has been lost, stolen, or destroyed and an agreement reasonably satisfactory to the Company until Parent to indemnify the Note is no longer outstandingParent from any loss incurred by it in connection with the loss, in which casetheft, the Holder shall surrender or destruction of this Note to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Conversion is delivered to the CompanyNote. Partial Upon conversion of this Note resulting in conversion of less than all of the Conversion Amount shall have the effect of lowering the Conversion Amount outstanding hereunder. The Holder accordance with this Section 6, and the Company shall maintain records showing the number of Conversion Shares converted and the date of such conversion. The Company shall deliver any objection subject to the Notice of Conversion within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance Parent of this Note, acknowledge or the notice and agree thatindemnification agreement in lieu thereof, by reason the Parent shall promptly issue and deliver to the Lender a certificate or certificates for the shares of Common Stock to be issued upon conversion of this Note (the “Conversion Shares”) to which the Lender shall be entitled, and, if the Lender has not converted the entire available Conversion Amount, shall cause Borrower to deliver a new convertible promissory note in the same form as the Note for the remaining outstanding amount. The Lender shall be treated for all purposes as the record holder of such Conversion Shares as of the provisions of this paragraph, following the conversion of a portion of the Note, the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereofTime.