Common use of Optional Conversion Clause in Contracts

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile or otherwise), for receipt on or prior to 5:00 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile electronic mail or otherwise), for receipt on or prior to 5:00 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an electronic mail or otherwise a treasury direction and acknowledgment of confirmationconfirmation and representation as to whether or not such Common Shares may then be resold pursuant to Rule 144 without limitations with respect to the volume or manner of sale restrictions set forth therein or an effective and available registration statement, and as to whether or not such Common Shares are subject to any restricted or hold periods under applicable Canadian Securities Laws or a Canadian Prospectus (as defined in the Registration Rights Agreement) qualifying their distribution has been filed and a receipt or a decision document from the applicable Canadian Securities Commissions (as defined in the Registration Rights Agreement) in connection therewith has been obtained, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer AgentAgent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the third second (3rd2nd) Trading Day following the date of receipt of on which the Company has received a Conversion NoticeNotice (the “Share Delivery Deadline”), the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) the DTC Fast Automated Securities Transfer ProgramProgram and the Required Unrestricted Conditions are satisfied, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or the Required Unrestricted Conditions are not satisfied, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal entitled pursuant to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Companysuch conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d18(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares on the Conversion Date. In Notwithstanding anything to the event contrary contained in this Note or the Registration Rights Agreement, after the Effective Date (as defined in the Registration Rights Agreement) of the Registration Statement (as defined in the Registration Rights Agreement) and after a receipt or a decision document from the applicable Canadian Securities Commissions has been obtained in relation to the equivalent Canadian Prospectus (as defined in the Registration Rights Agreement), but prior to the Holder’s receipt of a partial conversion notice of this Note pursuant heretoa Suspension (as defined in the Registration Rights Agreement), the Principal amount converted Company shall be deducted from cause the Installment Amount(s) relating Transfer Agent to deliver unlegended Common Shares to the Installment Date(sHolder (or its designee) in connection with any sale of Registrable Securities (as set forth defined in the applicable Conversion NoticeRegistration Rights Agreement) with respect to which the Holder has been named in the Registration Statement and has certified that such Holder has entered into a contract for sale, an arrangement with a broker for sale or a 10b5-1 plan and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Class A Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before 4:00 p.m., New York Time, on the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent, if any (the “Transfer Agent”). On or before 4:00 p.m., New York Time, on the third (3rd) Trading Business Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall (1X) provided that the Company’s transfer agent (the “Transfer Agent”) , if any, is participating in The the Depository Trust Company’s Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Class A Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if the foregoing is not applicable, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Class A Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Class A Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares to be converted into ADSs on any date (a “"Conversion Date”"), the Holder shall deliver (whether via facsimile A) transmit by email (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I III (the “"Conversion Notice”") to the CompanyCompany and the Depositary, and (B) if required by Section (4)(d)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading third Business Day following the date of receipt of a Conversion Notice, Notice (the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice"Share Delivery Date"), the Company shall (1X) if legends are not required to be placed on the ADS certificates and provided that the Company’s transfer agent (the “Transfer Agent”) Depositary is participating in The the Depository Trust Company’s 's (“"DTC”") Fast Automated Securities Transfer Program, issue and deposit Ordinary Shares and instruct the Depositary to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled ADSs to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at and Custodian system system, as specified in the Conversion Notice or (2Y) otherwise if the Depositary is not participating in the DTC Fast Automated Securities Transfer Program, issue and deposit Ordinary Shares and instruct the Depositary to deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined ADSs specified in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the CompanyConversion Notice. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three five (35) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock ADSs issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on ADSs upon the Conversion Date. In the event transmission of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 3(c)(iii), deliver this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the close of the business on first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”). On or before the second Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC Depository Trust Company (“DTC”) through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d20(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile facsimile, electronic mail or otherwise), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation, in the form attached hereto confirmation and representation as Exhibit IIto whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, of receipt of such Conversion Notice to the Holder and the Transfer AgentAgent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the third second (3rd2nd) Trading Day following the date of receipt on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal entitled pursuant to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Companysuch conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 p.m.9:30 a.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Debenture to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Debenture in the case of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Transfer AgentAgent (a “Confirmation Receipt”). On or before the third (3rd) Trading Business Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall (1X) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note Debenture is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note Debenture at the time of such conversion is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note Debenture (in accordance with Section 19(d18(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In All Conversion Amounts converted by the event of a partial conversion Holder after the Mandatory Conversion Notice Date shall reduce the Conversion Amount of this Note pursuant hereto, Debenture required to be converted on the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Mandatory Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile facsimile, electronic mail or otherwise), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 33(c)(iii), within three (3) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third second (3rd2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue (and deliver on such date mail the certificate for delivery (via reputable overnight courier) to the address as specified in the Conversion Notice), a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount (together with the Interest Conversion Amount, if applicable, and Make-Whole Conversion Amount relating to such Conversion Amount) into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile or otherwise), for receipt on or prior surrender such Debenture to 5:00 p.m., New York City time, on such date, a copy of either Trustee together with an executed notice of conversion in the form attached hereto as Exhibit I B (the “Conversion Notice”) to the CompanyCompany and the Trustees. On or before the first (1st) Trading Day following the date of receipt of the Debenture and a duly executed and complete Conversion Notice, the Company shall transmit deliver (by facsimile e-mail if requested) (x) an acknowledgment of confirmation, in the form attached hereto as Exhibit IIB.II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) and (y) if the Company elects to pay all or any portion of the Interest Conversion Amount and/or the Make-Whole Amount specified in such Conversion Notice in cash, written notice of such election by the Company to the Holder and the Trustees and the amount of such Interest Conversion Amount and/or Make-Whole Amount to be paid in cash (such specified amount is referred to herein as the “Cash Interest/Make-Whole Amount”), provided that if the Company fails to deliver such written notice on or before the first (1st) Trading Day following the date of receipt of such Conversion Notice, then the Company shall not be entitled to pay any portion of such Interest Conversion Amount and Make-Whole Amount in cash and such Interest Conversion Amount and Make-Whole Amount shall be converted into shares of Common Stock in accordance with Section 3(b). On or before the second (2nd) Trading Day following the date of receipt of the Debenture and a duly executed and complete Conversion Notice, the Company shall (x) (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three entitled or (3) Trading Days following a conversion deposit such number of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal shares of Common Stock to which the lesser Holder shall be entitled with the Depositary in accordance with the requirements of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) such Depositary and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver pay to the Holder (or its designee) a new Note (the applicable Cash Interest/Make-Whole Amount in accordance with Section 19(d)) representing cash by wire transfer of immediately available funds to the outstanding Principal not convertedaccount specified in writing in the applicable Conversion Notice by the Holder. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Series 1 Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile A) transmit by electronic mail (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 4(e)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the first (1st) Trading 3rd Business Day following the date of receipt of a Conversion Notice, Notice (the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice“Share Delivery Date”), the Company shall (1X) if legends are not required to be placed on certificates of Common Stock pursuant to the Securities Purchase Agreement and provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit and Withdrawal at Custodian system service or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If entitled which certificates shall not bear any restrictive legends unless required by pursuant to Section 3(c)(ii), within three (33(g) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) 3 Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) Debenture representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock on upon the Conversion Date. In the event transmission of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile A) transmit by electronic mail (or otherwiseotherwise deliver), for receipt delivery on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the a “Conversion Notice”) to the Company and (B) if required by Section 3(c)(iii), but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft, destruction or mutilation in compliance with the procedures set forth in Section 17(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Trading Day following the date of receipt delivery of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder has delivered the applicable Conversion Notice to the Company (a “Share Delivery Date”), the Company shall (x) provided that the Transfer Agent is participating in The the Depository Trust Company’s Company (“DTC”) Fast Automated Securities Transfer ProgramProgram and (A) the applicable Conversion Shares are subject to an effective resale registration statement in favor of the Holder or (B) if converted at a time when Rule 144 would be available for resale of the applicable Conversion Shares by the Holder, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system system, or (2y) otherwise if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or (B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, if converted at a time when Rule 144 would not be available for resale of the applicable Conversion Shares by the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three two (32) Business Days after receipt delivery of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d17(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the applicable Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. In The Company’s obligations to issue and deliver shares of Common Stock in accordance with the event terms and subject to the conditions hereof are absolute and unconditional, irrespective of a partial conversion of this Note pursuant heretoany action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the Principal amount converted recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. While any Notes are outstanding, the Company shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth use a transfer agent that participates in the applicable Conversion NoticeDTC Fast Automated Securities Transfer Program.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first second (1st2nd) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Business Day following the date of receipt of a Conversion NoticeNotice (the "Share Delivery Date"), the Company shall (1X) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) in, and the Company is set up to transfer shares using, the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations Any accrued and similar events) and (y) 120% of the Market Price unpaid Interest as of the Additional Closing applicable Conversion Date (as defined in the Securities Purchase Agreement)]. aforesaid, on any Conversion Amount converted hereunder shall be paid to the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in on the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Companynext succeeding Interest Date following such Conversion Date. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three five (35) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile electronic mail or otherwise), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within one (1) Trading Day following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)). On or before the first (1st) Trading Day following the date of receipt on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice, ) (the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice“Share Delivery Deadline”), the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer ProgramFAST, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise if the Transfer Agent is not participating in FAST, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal entitled pursuant to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Companysuch conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three one (31) Business Days Day after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares on the Conversion Date. In ; provided, that the event Holder shall be deemed to have waived any voting rights of any such Ordinary Shares that may arise during the period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, an “Conversion Period”), as necessary, such that the aggregate voting rights of any Ordinary Shares beneficially owned by the Holder and/or any Attribution Parties, collectively, on any such applicable date shall not exceed the Maximum Percentage (as defined below) as a partial result of any such conversion of this Note. Notwithstanding anything to the contrary contained in this Note pursuant heretoor the Registration Rights Agreement, after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement), the Principal amount converted Company shall be deducted from cause the Installment Amount(s) relating Transfer Agent to deliver unlegended Ordinary Shares to the Installment Date(sHolder (or its designee) in connection with any sale of Registrable Securities (as set forth defined in the applicable Conversion NoticeRegistration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall deliver (whether via facsimile A) transmit by email (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I IV (the “"Conversion Notice”") to the CompanyCompany and (B) if required by Section (4)(d)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the first (1st) Trading third Business Day following the date of receipt of a Conversion Notice, Notice (the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice"Share Delivery Date"), the Company shall (1X) if legends are not required to be placed on certificates of Common Stock and provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s 's (“"DTC”") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If entitled which certificates shall not bear any restrictive legends unless required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal pursuant to federal or state securities laws or the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations rules and similar events) and (y) 120% regulations of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (Commission or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. state authorities If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) Debenture representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock on upon the Conversion Date. In the event transmission of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the first (1st) Trading third Business Day following the date of receipt of a Conversion Notice, Notice (the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice"Share Delivery Date"), the Company shall (1X) if legends are not required to be placed on certificates of Common Stock pursuant to the Exchange Agreement and provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s 's (“"DTC”") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If entitled which certificates shall not bear any restrictive legends unless required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to pursuant the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Exchange Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) Debenture representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock on upon the Conversion Date. In the event transmission of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile electronic mail or otherwiseas otherwise provided in Section 23(a)), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the CompanyCompany and the Trustee. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 17(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile electronic mail an acknowledgment of confirmationacknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement (each, an “Acknowledgement”) to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion NoticeHolder, the Company shall (1) provided that Trustee and the Company’s transfer agent (the “Transfer Agent”) which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer ProgramProgram (“FAST”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise if the Transfer Agent is not participating in FAST, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal entitled pursuant to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Companysuch conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d17(d)) representing the outstanding Principal (and accrued and unpaid Interest thereon) not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Principal outstanding hereunder, including for purposes of determining Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile facsimile, electronic mail or otherwise), for receipt on or prior to 5:00 p.m.11:59 a.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first second (1st2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmationconfirmation and representation as to whether such Common Shares may then be resold pursuant to Rule 144 (assuming the Holder executes a standard representation letter relating thereto) or an effective and available registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer AgentAgent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the third second (3rd2nd) Trading Day following the date of receipt of on which the Company has received a Conversion NoticeNotice (the “Share Delivery Deadline”), the Company shall (1) provided that the Company’s transfer agent (Common Shares to be issued pursuant to such Conversion Notice are then Freely Tradable by the “Holder and the Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or such Common Shares are not then Freely Tradable by the Holder, upon the request of the Holder, issue and deliver dispatch (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a entitled pursuant to such conversion or proof of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined issuance in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Companyuncertificated form. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Trading Days after receipt of this Note and at its own expense, issue and deliver dispatch (via reputable courier) to the Holder (or its designee) a new Note (in accordance with Section 19(d18(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares on the Conversion Date. In Notwithstanding anything to the event contrary contained in this Note or the Registration Rights Agreement, after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s receipt of the notice of a partial conversion of this Note pursuant heretoGrace Period (as defined in the Registration Rights Agreement), the Principal amount converted Company shall be deducted from cause the Installment Amount(s) relating Transfer Agent to deliver unlegended Common Shares to the Installment Date(sHolder (or its designee) in connection with any sale of Registrable Securities (as set forth defined in the applicable Conversion NoticeRegistration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount (together with the Interest Conversion Amount, if applicable, and Make-Whole Conversion Amount relating to such Conversion Amount) into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile or otherwise), for receipt on or prior surrender such Debenture to 5:00 p.m., New York City time, on such date, a copy of either Trustee together with an executed notice of conversion in the form attached hereto as Exhibit I B (the “Conversion Notice”) to the CompanyCompany and the Trustees. On or before the first (1st) Trading Day following the date of receipt of the Debenture and a duly executed and complete Conversion Notice, the Company shall transmit deliver (by facsimile e-mail if requested) (x) an acknowledgment of confirmation, in the form attached hereto as Exhibit IIB.II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) and (y) if the Company elects to pay all or any portion of the Interest Conversion Amount and/or the Make-Whole Amount specified in such Conversion Notice in cash, written notice of such election by the Company to the Holder and the Trustees and the amount of such Interest Conversion Amount and/or Make-Whole Amount to be paid in cash (such specified amount is referred to herein as the “Cash Interest/Make-Whole Amount”), provided that if the Company fails to deliver such written notice on or before the first (1st) Trading Day following the date of receipt of such Conversion Notice, then the Company shall not be entitled to pay any portion of such Interest Conversion Amount and Make-Whole Amount in cash and such Interest Conversion Amount and Make-Whole Amount shall be converted into shares of Common Stock in accordance with Section 3(b). On or before the second (2nd) Trading Day following the date of receipt of the Debenture and a duly executed and complete Conversion Notice, the Company shall (x) (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three entitled or (3) Trading Days following a conversion deposit such number of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal shares of Common Stock to which the lesser Holder shall be entitled with the Depositary in accordance with the requirements of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) such Depositary and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver pay to the Holder (or its designee) a new Note (the applicable Cash Interest/Make-Whole Amount in accordance with Section 19(d)) representing cash by wire transfer of immediately available funds to the outstanding Principal not convertedaccount specified in writing in the applicable Conversion Notice by the Holder. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Series 2 Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the first (1st) Trading third Business Day following the date of receipt of a Conversion Notice, Notice (the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice"Share Delivery Date"), the Company shall (1X) if legends are not required to be placed on certificates of Common Stock pursuant to the Securities Purchase Agreement and provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s 's (“"DTC”") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If entitled which certificates shall not bear any restrictive legends unless required by pursuant to Section 3(c)(ii), within three (32(g) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) Debenture representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock on upon the transmission of a Conversion DateNotice. In the event of a partial conversion of this Note Debenture pursuant hereto, the Principal principal amount converted shall be deducted from the Installment Amount(s) Amounts relating to the Installment Date(s) Dates as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile facsimile, electronic mail or otherwise), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first second (1st2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmationconfirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal entitled pursuant to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Companysuch conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d18(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed conversion notice of conversion in the form attached hereto as Exhibit I Annex 1 (the “Conversion Notice”) to the Company. On or before the first (1st) Trading Day following the date of receipt of Company in accordance with Section 14 hereof, with a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice copy to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) for the Common Stock, Computershare Trust Co., per notice instructions provided by the Company and (B) if required by Section 3(e), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the second (2nd) Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, Program credit such aggregate number of shares of Common Stock to which the Holder shall be entitled (the “Conversion Shares”) to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the CompanyConversion Shares. If this Note is physically surrendered for conversion as required by Section 3(e) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)7 hereof) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable Conversion Shares upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In Provided that the event Holder has fully complied with its obligations hereunder, including, without limitation, delivery of all required documentation, if within three (3) Trading Days after the Company’s and the Transfer Agent’s receipt of Conversion Notice, the Transfer Agent shall fail to issue and deliver to such Holder a certificate representing the Conversion Shares that is free from all restrictive and other legends, and if on or after such trading day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a partial conversion sale by the Holder of this Note pursuant hereto, shares of Common Stock that the Principal amount converted shall be deducted Holder anticipated receiving from the Installment Amount(sCompany without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) relating Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Installment Date(sHolder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) as set forth for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock and pay cash to the Holder in an amount equal to the applicable excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing bid price on the Conversion NoticeDate; provided, however, that the Company shall have no obligation under this provision if the Company has delivered to the Transfer Agent the documentation required to meet its obligations hereunder and the failure of such obligations to be met is the sole responsibility of the Transfer Agent.

Optional Conversion. To With effect only from the date that is one (1) year following the Closing Date, the Holder may convert any Conversion Amount into shares of Common Stock on any EXHIBIT I date (a “Conversion Date”), the Holder shall deliver ) by (whether via A) transmitting by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. On or before the first Company and (1stB) Trading Day following the date of receipt of surrendering this Note to a Conversion Notice, reputable common carrier for delivery to the Company shall transmit by facsimile as soon as practicable on or following such date (or an acknowledgment of confirmation, indemnification undertaking with respect to this Note in the form attached hereto as Exhibit IIcase of its loss, of receipt of such Conversion Notice to the Holder and the Transfer Agenttheft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion and the outstanding Principal balance of this Note (together with any accrued and unpaid Interest) is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d14(d)) representing the outstanding Principal balance of the Note not converted. Subject to Section 3(d)(i)For the avoidance of doubt, any accrued and unpaid Interest on the outstanding Principal balance of the Note not converted shall remain outstanding and payable at the next Interest Payment Due Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount Conversion Amount converted shall be deducted from the Installment Amount(s) relating aggregate amount of the outstanding Principal balance of the Note and any accrued and unpaid Interest thereon for the purposes of calculating future Interest payments due on the Note pursuant to the Installment Date(s) as set forth in the applicable Conversion NoticeSection 2 following such partial conversion.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third second (3rd2nd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall (1X) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d18(c)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading second Business Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall (1X) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal principal amount converted shall be deducted from the Installment Amount(s) Amounts relating to the Installment Date(s) Dates as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile A) transmit by email (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. On or before the first Company and (1stB) Trading Day following the date of receipt of if required by Section (3)(b)(iii), surrender this Note to a Conversion Notice, nationally recognized overnight delivery service for delivery to the Company shall transmit by facsimile (or an acknowledgment of confirmation, indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the form attached hereto as Exhibit IIcase of its loss, of receipt of such Conversion Notice to the Holder and the Transfer Agenttheft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”), the Company shall (1X) if legends are not required to be placed on certificates or the book-entry position of the Ordinary Shares and provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled. If entitled which certificates shall not bear any restrictive legends unless required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal pursuant to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations rules and similar events) and (y) 120% regulations of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the CompanyCommission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on Ordinary Shares upon the Conversion Date. In the event transmission of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall deliver (whether via A) transmit by facsimile or otherwiseelectronic mail (or otherwise deliver), for receipt delivery on or prior to 5:00 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the Company and (B) if required by Section 3(c)(iii), but without delaying the Company's requirement to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). The Holder may also indicate in a Conversion Notice the number of shares of Common Stock it seeks to receive upon conversion of any portion of this Note and the reduction of the Conversion Amount pursuant to such conversion shall be determined at the end of such Conversion Date by multiplying such number of shares of Common Stock by the applicable Conversion Price. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Trading Business Day following the date of receipt delivery of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, or electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date of receipt delivery of a Conversion NoticeNotice (a "Share Delivery Date"), the Company shall (1x) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s Company (“"DTC”") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at At Custodian system or (2y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt delivery of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In , if such day is a Business Day, and if not, then on the event next Business Day, irrespective of a partial conversion the date such shares of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating Common Stock are credited to the Installment Date(sHolder's account with DTC or the date of delivery of the certificates evidencing such shares of Common Stock, as the case may be. ___________________________ 2 Insert the date that is six (6) as set forth in months following the applicable Conversion NoticeIssuance Date. 3 Insert the Weighted Average Price of the Common Stock for the five trading days immediately prior to signing definitive documents.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile or otherwiseother electronic transmission (or otherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I A (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Transfer AgentHolder. On or before the third second (3rd2nd) Trading Business Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a [certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Companyentitled]4. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In 3 NTD – Insert price equal to 120% of the event of a partial conversion of this Note pursuant hereto, the Principal amount purchase price per common stock share on an as converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth basis paid in the applicable Conversion NoticeTransaction by the Buyers. 4 NTD – Confirm shares of NXSN Acquisition Corp. to be certificated.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile or otherwiseelectronic mail (or otherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I A (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 4(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, or electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Business Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall shall, (1x) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or or, (2y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address of the Holder as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 4(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion NoticePrincipal.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 p.m., New York City timeEastern Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to Holdings and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to Holdings as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the Companycase of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company Holdings shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, or email a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent Notice (the “Transfer AgentShare Delivery Date”) is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program), credit such aggregate number of Holdings shall deliver the shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its by Deposit/Withdrawal at Custodian system (“DWAC”) or (2) otherwise issue and deliver (via reputable overnight courier) to other available means of electronic delivery through the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Depository Trust Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedconstituting principal, then the Company Holdings at its own expense shall as soon as practicable and in no any event later than either (i) mail to the holder within three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d12(d)) representing the outstanding Principal not converted, or (ii) deliver to the Holder within five (5) Business Days after receipt of this Note a new Note (in accordance with Section 12(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating Date to the Installment Date(s) as set forth in the extent permitted by applicable Conversion Noticelaw.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile electronic mail or otherwise), for receipt on or prior to 5:00 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an electronic mail or otherwise a treasury direction and acknowledgment of confirmationconfirmation and representation as to whether or not such Common Shares may then be resold pursuant to Rule 144 or an effective and available registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer AgentAgent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the third second (3rd2nd) Trading Day following the date of receipt of on which the Company has received a Conversion NoticeNotice (the “Share Delivery Deadline”), the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) the DTC Fast Automated Securities Transfer ProgramProgram and the Required Unrestricted Conditions (as defined in the Securities Purchase Agreement) are satisfied, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or the Required Unrestricted Conditions are not satisfied, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal entitled pursuant to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Companysuch conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d18(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares on the Conversion Date. In Notwithstanding anything to the event contrary contained in this Note or the Registration Rights Agreement, after the Effective Date (as defined in the Registration Rights Agreement) of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s receipt of the notice of a partial Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended Common Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has been named in the Registration Statement and has certified that such Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled. At any time on or after September 1, 2020, in connection with any conversion of this Note hereunder, in the event that an effective registration statement is not available for the resale by the Holder of all, or any part, of the Common Shares issuable in such conversion and such Common Shares are not eligible to be resold by the Holder pursuant heretoto Rule 144 (such applicable Common Shares not eligible or available, as applicable, for resale by the Holder through an effective registration statement or in reliance on Rule 144, each a “Restricted Share”), the Principal amount converted Company shall be deducted from pay cash in exchange for the Installment Amount(s) relating cancellation of such portion of this Note convertible into such Restricted Shares at a price equal to the Installment Date(ssum of (i) the product of (x) such aggregate number of Restricted Shares and (y) the VWAP of the Common Shares on such Conversion Date and (ii) to the extent of any Buy-In related thereto, any Buy-In Payment Amount, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith (collectively, the “Restricted Share Cancellation Amount”). For the avoidance of doubt, if at any time on or after September 1, 2020, both an effective registration statement and Rule 144 are not available to the Holder for the resale of Common Shares issuable upon conversion of this Note and the Company has delivered at least five (5) Trading Days prior written notice to the Holder that both an effective registration statement and Rule 144 are not available to the Holder for the resale of Common Shares issuable upon conversion of this Note and that the Company shall satisfy all conversions hereunder in cash, until such time as set forth in such written notice is revoked by the Company, (I) the Holder shall receive upon conversion of this Note the applicable Conversion NoticeRestricted Share Cancellation Amount with respect to each such conversion, (II) the Company shall not be obligated to pay any additional amounts pursuant to Section 3(c)(ii) below in connection with the failure to delivery Common Shares in connection therewith and (III) the failure to deliver such Common Shares shall not be an Triggering Event or an Event of Default hereunder.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares to be converted into ADSs on any date (a “"Conversion Date”"), the Holder shall deliver (whether via facsimile or otherwise)A) transmit by email, for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, (i) a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the Company. On or before the first , (1stii) Trading Day following the date a copy of receipt an executed instrument of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, transfer in the form attached hereto as Exhibit II, II (the "Instrument of receipt of such Conversion Notice Transfer") to the Holder Company, and (iii) a copy of an executed letter of transmittal in the Transfer Agentform attached hereto as Exhibit III (the "Letter of Transmittal") to the Company and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, Instrument of Transfer, and Letter of Transmittal (the "Share Delivery Date"), the Company shall cause the issuance of the underlying Ordinary Shares and the transfer and deposit of such Ordinary Shares with the Depositary Bank and (1X) if legends are not required to be placed on the ADS certificates and provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s 's (“"DTC”") Fast Automated Securities Transfer Program, instruct the Depositary Bank to credit such aggregate number of shares of Common Stock ADSs to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at and Custodian system or (2Y) otherwise issue and if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, instruct the Depositary Bank to deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock ADSs to which the Holder shall be entitled. If entitled which certificates shall not bear any restrictive legends unless required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal pursuant to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations rules and similar events) and (y) 120% regulations of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the CompanyCommission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) Debenture representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock ADSs issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock on ADSs upon the Conversion Date. In the event transmission of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall deliver (whether via A) transmit by email, facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeYork, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I A (the “"Conversion Notice”") to the Company. On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to which an effective registration statement under the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system 1933 Securities Act, as amended or (2ii) otherwise issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number transfer agent shall have been furnished with an opinion of shares of Common Stock to Xxxxxx’s counsel (which the Holder opinion shall be entitled. If required by Section 3(c)(ii)in form, within three (3substance and scope customary for opinions of counsel in comparable transactions) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (xiii) $4.85 such shares are sold or transferred pursuant to Rule 144 under the Act (as adjusted for stock splits, recapitalizations and similar eventsor a successor rule) and (y“Rule 144”) 120% of the Market Price as of the Additional Closing Date or (iv) such shares are transferred to an “affiliate” (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)Rule 144) to the Company. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then Company who agrees to sell or otherwise transfer the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (shares only in accordance with this Section 19(d)3(b) representing the outstanding Principal not convertedand who is an Accredited Investor. Subject to Section 3(d)(i)the removal provisions set forth below, the Person or Persons entitled to receive until such time as the shares of Common Stock issuable upon a conversion of this Note shall have been registered under the Act or otherwise may be treated sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant heretoto an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the Principal amount converted following form, as appropriate: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be deducted from removed and the Installment Amount(s) relating Company shall issue to the Installment Date(sHolder a new certificate therefore free of any transfer legend if (i) as set forth the Company or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act and the shares are so sold or transferred, (ii) such Holder provides the Company or its transfer agent with reasonable assurances that the Common Stock issuable upon conversion of this Note (to the extent such securities are deemed to have been acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the applicable Conversion Noticecase of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the first (1st) Trading third Business Day following the date of receipt of a Conversion Notice, Notice (the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice"Share Delivery Date"), the Company shall (1X) if legends are not required to be placed on certificates of Common Stock and provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s 's (“"DTC”") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If entitled which certificates shall not bear any restrictive legends unless required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal pursuant to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations rules and similar events) and (y) 120% regulations of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the CompanyCommission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) Debenture representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. 2 Insert price equal to 120% of the closing price of the share on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating Trading Day immediately prior to the Installment Date(s) as set forth in date of the applicable Conversion NoticeFirst Closing.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 3(c)(iii) hereof, surrender this Note to the Company by sending this Note to the Company using a nationally recognized overnight delivery service (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading next Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third second (3rd2nd) Trading Business Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall shall, (1X) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) the Fast Automated Securities Transfer ProgramProgram of DTC, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount not being convertedconverted in full, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d18(d)) representing the outstanding Principal amount of this Note not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile A) transmit by email (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. On or before the first Company and (1stB) Trading Day following the date of receipt of if required by Section (4)(b)(iii), surrender this Debenture to a Conversion Notice, nationally recognized overnight delivery service for delivery to the Company shall transmit by facsimile (or an acknowledgment of confirmation, indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the form attached hereto as Exhibit IIcase of its loss, of receipt of such Conversion Notice to the Holder and the Transfer Agenttheft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall (1X) if legends are not required to be placed on certificates or the book-entry position of the Common Stock and provided that the Company’s transfer agent (the “Transfer Agent”) is participating in The the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be places on certificates or book-entry positions of the Common Stock, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) Debenture representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock on upon the Conversion Date. In the event transmission of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile facsimile, electronic mail or otherwise), for receipt on or prior to 5:00 9:00 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within three (3) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”) which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the third (3rd) Trading Day following the date of receipt on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal entitled pursuant to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Companysuch conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile or otherwiseelectronic mail (or otherwise deliver), for receipt delivery on or prior to 5:00 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the a “Conversion Notice”) to the CompanyIssuer and (B) if required by Section 3(c)(iii), but without delaying the Issuer’s obligation to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this FILO C Note to a common carrier for delivery to the Issuer as soon as practicable on or following such date (or an indemnification undertaking with respect to this FILO C Note in the case of its loss, theft, destruction or mutilation in compliance with the procedures set forth in Section 18(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Trading Business Day following the date of receipt delivery of a Conversion Notice, the Company Issuer shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, or electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the CompanyIssuer’s transfer agent for the Common Stock (the “Transfer Agent”). On or before the earlier of (i) is participating the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in The Depository Trust Company’s each case, following the date on which the Holder has delivered a Conversion Notice to the Issuer (a “DTCShare Delivery Date”) Fast Automated Securities Transfer Program), credit such aggregate the Issuer shall issue in uncertificated book-entry form the number of shares of Common Stock to which the Holder shall be entitled and evidence thereof shall be promptly delivered by the Transfer Agent to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise . If requested by the Holder, the Issuer shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this FILO C Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this FILO C Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Issuer shall as soon as practicable and in no event later than three (3) Business Days after receipt delivery of this FILO C Note and at its own expense, issue and deliver to the Holder (or its designee) a new FILO C Note (in accordance with Section 19(d18(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this FILO C Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the applicable Conversion Date. In , irrespective of the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating date such Conversion Shares are credited to the Installment Date(sHolder’s account with The Depository Trust Company (the “DTC”) or the date of delivery of the certificates evidencing such Conversion Shares, as set forth in the applicable Conversion Noticecase may be.

Optional Conversion. To convert any Conversion Amount a share of Series B into shares of Common Stock on any date after the Closing Date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile via, electronic mail or otherwise), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion of the share(s) of Series B subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCorporation. If required by Section 5(c)(iii), within three Trading Days following a conversion of any such Series B as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Corporation the original certificates representing the Series B (the “Series B Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the Series B in the case of its loss, theft or destruction as contemplated by Section 17). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company Corporation shall transmit by facsimile electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Corporation’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company Corporation shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust CompanyCorporation’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the such Holder shall be entitled to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock to which the such Holder shall be entitled. If required the number of Series B represented by Section 3(c)(ii), within three (3the Series B Certificate(s) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered submitted for conversion and the outstanding Principal of this Note pursuant to Section 5(c)(iii) is greater than the Principal portion number of the Conversion Amount Series B being converted, then the Company shall Corporation shall, as soon as practicable and in no event later than three (3) Business Trading Days after receipt of this Note the Series B Certificate(s) and at its own expense, issue and deliver to the such Holder (or its designee) a new Note Series B Certificate (in accordance with Section 19(d17(d)) representing the outstanding Principal number of Series B not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Series B shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert (an "OPTIONAL CONVERSION") any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”"CONVERSION DATE"), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit EXHIBIT I (the “Conversion Notice”"CONVERSION NOTICE") to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Transfer AgentCompany's transfer agent (the "TRANSFER AGENT"). On or before the third second (3rd2nd) Trading Business Day following the date of receipt of a Conversion NoticeNotice (the "SHARE DELIVERY DATE"), the Company shall (1A) (X) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s Company (“"DTC”") Fast Automated Securities Transfer ProgramProgram and the shares of Common Stock issuable upon conversion are registered for resale or are exempt from registration, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three entitled and (3B) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price pay to the Holder in cash an amount equal to the lesser of (x) $4.85 (as adjusted applicable Pro Rata Amount for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking that is released from the Cash Collateral Account in connection with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Companysuch conversion. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d20(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Conversion Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile or otherwiseemail (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 3(c)(ii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, or email (by attachment in PDF format) a confirmation (the form attached hereto as Exhibit II, “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount. On or before the third (3rd) Trading fifth Business Day following the date of receipt of a Conversion Notice, the Company shall (1) shall, provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at as Custodian system system. If the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or (2) if a Holder otherwise requests, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) five Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d17(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile A) transmit by email (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. On or before the first Company and (1stB) Trading Day following the date of receipt of if required by Section (4)(b)(iii), surrender this Debenture to a Conversion Notice, nationally recognized overnight delivery service for delivery to the Company shall transmit by facsimile (or an acknowledgment of confirmation, indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the form attached hereto as Exhibit IIcase of its loss, of receipt of such Conversion Notice to the Holder and the Transfer Agenttheft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall (1X) if legends are not required to be placed on certificates of Ordinary Shares and provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s 's (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered Ordinary Shares in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled. If entitled which certificates shall not bear any restrictive legends unless required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal pursuant to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations rules and similar events) and (y) 120% regulations of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the CompanyCommission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) Debenture representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares Ordinary Shares upon the transmission of Common Stock a Conversion Notice. In connection with any conversion of a Conversion Amount into Ordinary Shares on a Conversion Date, the Company shall, on the relevant Share Delivery Date, set off (verrekenen) its debt under the relevant Debenture(s) to pay such Conversion Date. In Amount against its receivable from the event of a partial Holder to pay up in full, and satisfy the issue price, for the relevant Ordinary Shares issuable upon such conversion of this Note pursuant hereto(and, the Principal amount converted for that purpose, such issue price shall be deducted from the Installment Amount(s) relating to same amount as the Installment Date(s) as set forth in the applicable Conversion NoticeAmount).

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile or otherwiseelectronic mail (or otherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(iii), but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first second (1st2nd) 2 Insert 120% of the arithmetic average of the five (5) Weighted Average Prices of the Common Stock on the five (5) consecutive Trading Days immediately prior to the Closing Date. Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, or electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall (1x) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s Company (“DTC”) Fast Automated Securities Transfer ProgramProgram and the Conversion Shares can then be immediately sold or transferred by the Holder pursuant to an effective registration statement or Rule 144, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at At Custodian system or (2y) otherwise otherwise, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If entitled pursuant to such conversion, such certificate to contain such legends as may be required by Section 3(c)(ii), within three (32(g) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d21(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. In the event that the Holder elects to convert a portion of a partial conversion the Principal amount of this Note pursuant heretoprior to any applicable Installment Date, the Principal amount Conversion Amount so converted shall be deducted in reverse order starting from the final Installment Amount(s) relating Amount to be paid hereunder on the final Installment Date(s) as set forth Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile or otherwise), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within three (3) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 17(b)). On or before the first third (1st3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d17(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile or otherwiseelectronic mail (or otherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, or electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”). On or before the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder delivers the Conversion Notice (such earlier date, the “Share Delivery Date”), the Company shall (x) provided that the Transfer Agent is participating in The the Depository Trust Company’s Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at At Custodian system or (2y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d17(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In , irrespective of the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating date such Conversion Shares are credited to the Installment Date(s) Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as set forth in the applicable Conversion Noticecase may be.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares to be converted into ADSs on any date (a “"Conversion Date”"), the Holder shall deliver (whether via facsimile A) transmit by email (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I III (the “"Conversion Notice”") to the CompanyCompany and the Depositary, and (B) if required by Section (4)(d)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading third Business Day following the date of receipt of a Conversion Notice, Notice (the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice"Share Delivery Date"), the Company shall (1X) if legends are not required to be placed on the ADS certificates and provided that the Company’s transfer agent (the “Transfer Agent”) Depositary is participating in The the Depository Trust Company’s 's (“"DTC”") Fast Automated Securities Transfer Program, issue and deposit Ordinary Shares and instruct the Depositary to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled ADSs to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at and Custodian system system, as specified in the Conversion Notice or (2Y) otherwise if the Depositary is not participating in the DTC Fast Automated Securities Transfer Program, issue and deposit Ordinary Shares and instruct the Depositary to deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined ADSs specified in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the CompanyConversion Notice. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three five (35) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock ADSs issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares ADSs upon the transmission of Common Stock a Conversion Notice. (ii) Company's Failure to Timely Convert. If within three (3) Trading Days after the Company's receipt of a Conversion Notice and any other documentation required by the Depositary, the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC for the number of ADSs to which the Holder is entitled upon such holder's conversion of any Conversion Amount, such event shall constitute a conversion failure, subject to the limitations on conversion outlined in Sections 4(c)(i) and (ii) below (a "Conversion Failure"), provided however, the Conversion Date. In Company shall get an extension of two Trading Days in the event that a delay occurs through no fault of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.Company. (iii)

Optional Conversion. To convert any Conversion Amount a Preferred Share into shares of Common Stock (as converted, “Conversion Shares”) on any date after the Closing Date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile via, electronic mail or otherwise), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCorporation. If required by Section 4(c)(iii), within three (3) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Corporation the original certificates representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 17). On or before the first second (1st2nd) Trading Day following the date of receipt of a Conversion Notice, the Company Corporation shall transmit by facsimile electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Corporation’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company Corporation shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust CompanyCorporation’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the such Holder shall be entitled to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock to which the such Holder shall be entitled. If required the number of Preferred Shares represented by Section 3(c)(ii), within three (3the Preferred Share Certificate(s) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered submitted for conversion and the outstanding Principal of this Note pursuant to Section 4(c)(iii) is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall Corporation shall, as soon as practicable and in no event later than three (3) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver to the such Holder (or its designee) a new Note Preferred Share Certificate (in accordance with Section 19(d17(d)) representing the outstanding Principal number of Preferred Shares not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert a Series A Preferred Unit into Common Units on any Conversion Amount into shares of Common Stock on any date (Date, a “Conversion Date”), the Series A Preferred Holder shall deliver (whether via facsimile facsimile, electronic mail or otherwise), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion of the Series A Preferred Units subject to such conversion in the form attached hereto as Exhibit I B (the “Conversion Notice”) to the CompanyPartnership. If required by Section 5.8(l)(iii), within three (3) Trading Days following a conversion of any such Series A Preferred Units as aforesaid, such Series A Preferred Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Partnership the original certificates representing the Series A Preferred Units (the “Series A Preferred Unit Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the Series A Preferred Units in the case of its loss, theft or destruction as contemplated by Section 5.8(l)(ii)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company Partnership shall transmit by facsimile or electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit IIC, of receipt of such Conversion Notice to the such Series A Preferred Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Common Units issuable pursuant to such Conversion Notice) (the “Unit Delivery Deadline”), the Company Partnership shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust CompanyDTC’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Units to which the such Series A Preferred Holder shall be entitled to the such Series A Preferred Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Series A Preferred Holder or its designee, for the number of shares of Common Stock Units to which the such Series A Preferred Holder shall be entitled. If required the number of Series A Preferred Units represented by Section 3(c)(ii), within three (3the Series A Preferred Unit Certificate(s) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered submitted for conversion and the outstanding Principal of this Note pursuant to Section 5.8(l)(iii) is greater than the Principal portion number of the Conversion Amount Series A Preferred Units being converted, then the Company shall Partnership shall, as soon as practicable and in no event later than three (3) Business Trading Days after receipt of this Note the Series A Preferred Unit Certificate(s) and at its own expense, issue and deliver to the such Series A Preferred Holder (or its designee) a new Note Series A Preferred Unit Certificate (in accordance with Section 19(d5.8(l)(iv)) representing the outstanding Principal number of Series A Preferred Units not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock Units issuable upon a conversion of this Note Series A Preferred Units shall be treated for all purposes as the record holder or holders of such shares of Common Stock Units on the Conversion Date. In Notwithstanding anything to the event contrary contained in this Amendment or the Registration Rights Agreement, after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to any Series A Preferred Holder’s receipt of the notice of a partial conversion of this Note pursuant heretoGrace Period (as defined in the Registration Rights Agreement), the Principal amount converted Partnership shall be deducted from cause the Installment Amount(sTransfer Agent to deliver unlegended Common Units to such Series A Preferred Holder (or its designee) relating in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which such Series A Preferred Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the Installment Date(s) as set forth in the applicable Conversion Noticeextent applicable, and for which such Series A Preferred Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first second (1st2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the "Share Delivery Date"), the Company shall (1X) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s Company (“"DTC”") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d16(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile or otherwiseelectronic mail (or otherwise deliver), for receipt delivery on or prior to 5:00 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the a “Conversion Notice”) to the CompanyIssuer and (B) if required by Section 3(c)(iii), but without delaying the Issuer’s obligation to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this JSC Note to a common carrier for delivery to the Issuer as soon as practicable on or following such date (or an indemnification undertaking with respect to this JSC Note in the case of its loss, theft, destruction or mutilation in compliance with the procedures set forth in Section 18(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Trading Business Day following the date of receipt delivery of a Conversion Notice, the Company Issuer shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, or electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the CompanyIssuer’s transfer agent for the Common Stock (the “Transfer Agent”). On or before the earlier of (i) is participating the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in The Depository Trust Company’s each case, following the date on which the Holder has delivered a Conversion Notice to the Issuer (a “DTCShare Delivery Date”) Fast Automated Securities Transfer Program), credit such aggregate the Issuer shall issue in uncertificated book-entry form the number of shares of Common Stock to which the Holder shall be entitled and evidence thereof shall be promptly delivered by the Transfer Agent to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise . If requested by the Holder, the Issuer shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this JSC Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this JSC Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Issuer shall as soon as practicable and in no event later than three (3) Business Days after receipt delivery of this JSC Note and at its own expense, issue and deliver to the Holder (or its designee) a new JSC Note (in accordance with Section 19(d18(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this JSC Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the applicable Conversion Date. In , irrespective of the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating date such Conversion Shares are credited to the Installment Date(sHolder’s account with The Depository Trust Company (the “DTC”) or the date of delivery of the certificates evidencing such Conversion Shares, as set forth in the applicable Conversion Noticecase may be.

Optional Conversion. To convert any Conversion Amount into shares of Class A Common Stock on any date (a “Conversion Date”“), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Convertible Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Convertible Note in the case of its loss, theft or destruction). On or before 4:00 p.m., New York Time, on the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent, if any (the “Transfer Agent”). On or before 4:00 p.m., New York Time, on the third (3rd) Trading Business Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall (1X) provided that the Company’s transfer agent (the “Transfer Agent”) , if any, is participating in The the Depository Trust Company’s Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Class A Common Stock to which the Holder shall be entitled to the Holder’s Holder‘s or its designee’s designee‘s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if the foregoing is not applicable, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Class A Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Convertible Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Convertible Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Convertible Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Convertible Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Class A Common Stock issuable upon a conversion of this Convertible Note shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 4:59 p.m., New York City timeTime, on such date, a copy of an a duly executed and completed notice of conversion in good order in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking in form and substance reasonably acceptable to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”). On or before the third Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC Depository Trust Company (“DTC”) through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 6:00 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and (B) if required by Section 7.3.3), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall (11)(x) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system or (2y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required entitled and (2) pay to the Holder in cash, by Section 3(c)(ii)wire transfer of immediately available funds, within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price an amount equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the CompanyMake-Whole Amount. If this Note is physically surrendered for conversion as required by Section 7.3.3 and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d)6.1) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In , irrespective of the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating date such Conversion Shares are credited to the Installment Date(s) Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as set forth in the applicable Conversion Noticecase may be.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Conversion Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto to each Note as Exhibit I (the “Conversion Notice”) to the CompanyBorrower and the Borrower’s transfer agent and (B) if required by Section 3(c)(iii), surrender such Note to a common carrier for delivery to the Borrower as soon as practicable on or following such date (or an indemnification undertaking with respect to the Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company Borrower shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agenttransfer agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company Borrower shall (1x) upon a sale of any Conversion Shares under Rule 144 or the date the SEC declares effective a registration statement covering any Conversion Shares, and provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled entitled, to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at At Custodian system or (2y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Progam, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii3(c)(iii), within three (3) Trading Business Days following a any conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaidany Note, the Holder shall surrender this such Note (or deliver an indemnification undertaking with respect to this such Note in the case of its loss, theft or destruction as contemplated by Section 19(b)destruction) to the CompanyBorrower. If this the Note is physically surrendered for conversion if required by Section 3(c)(iii) and the outstanding Principal principal of this such Note is greater than the Principal principal portion of the Conversion Amount being converted, then the Company Borrower shall as soon as practicable and in no event later than three (3) Business Days after receipt of this such Note and at its own expense, issue and deliver to the Holder (or its designee) a new identical Note (in accordance with Section 19(d)) representing the outstanding Principal principal and interest not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this such Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In , irrespective of the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating date such Conversion Shares are credited to the Installment Date(s) Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as set forth in the applicable Conversion Noticecase may be.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile electronic mail or otherwise), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 20(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, (x) if the applicable Alternate Conversion Price is less than the “alternate conversion price” specified on such Conversion Notice, the Holder may deliver an updated Conversion Notice to the Company correcting the Alternate Conversion Price (and aggregate number of Ordinary Shares to be issued) as specified in such Conversion Notice (provided, that if such updated Conversion Notice is not delivered to the Company on or prior to 10:00am, New York time on the Trading Day immediately following the applicable Conversion Date, the applicable Share Delivery Deadline shall be extended by one (1) Trading Day and (y) the Company shall transmit by facsimile electronic mail an acknowledgment of confirmationacknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 or an effective and available registration statement (each, an “Acknowledgement”) to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”) which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer ProgramProgram (“FAST”), credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) otherwise if the Transfer Agent is not participating in FAST, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal entitled pursuant to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Companysuch conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Outstanding Principal Value of this Note is greater than the Outstanding Principal Value portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d20(d)) representing the outstanding Outstanding Principal Value of this Note not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Outstanding Principal amount Value of this Note converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, after the effective date of the Registration Statement and prior to the Holder’s receipt of the notice of an Allowable Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile A) transmit by electronic mail (or otherwiseotherwise deliver), for receipt delivery on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the a “Conversion Notice”) to the Company and (B) if required by Section 3(c)(iii), but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft, destruction or mutilation in compliance with the procedures set forth in Section 19(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Trading Day following the date of receipt delivery of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder has delivered the applicable Conversion Notice to the Company (a “Share Delivery Date”), the Company shall (x) provided that the Transfer Agent is participating in The the Depository Trust Company’s Company (“DTC”) Fast Automated Securities Transfer ProgramProgram and (A) the applicable Conversion Shares are subject to an effective resale registration statement in favor of the Holder or (B) if converted at a time when Rule 144 would be available for resale of the applicable Conversion Shares by the Holder, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system system, or (2y) otherwise if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or (B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, if converted at a time when Rule 144 would not be available for resale of the applicable Conversion Shares by the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three two (32) Business Days after receipt delivery of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the applicable Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. In The Company’s obligations to issue and deliver shares of Common Stock in accordance with the event terms and subject to the conditions hereof are absolute and unconditional, irrespective of a partial conversion of this Note pursuant heretoany action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the Principal amount converted recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. While any Notes are outstanding, the Company shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth use a transfer agent that participates in the applicable Conversion NoticeDTC Fast Automated Securities Transfer Program.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile A) transmit by email (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. On or before the first Company and (1stB) Trading Day following the date of receipt of if required by Section (3)(b)(iii), surrender this Note to a Conversion Notice, nationally recognized overnight delivery service for delivery to the Company shall transmit by facsimile (or an acknowledgment of confirmation, indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the form attached hereto as Exhibit IIcase of its loss, of receipt of such Conversion Notice to the Holder and the Transfer Agenttheft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”), the Company shall (1X) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled. If entitled which certificates shall not bear any restrictive legends unless required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal pursuant to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations rules and similar events) and (y) 120% regulations of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the CompanyCommission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on Shares upon the Conversion Date. In the event transmission of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and the Transfer Agent and (B) if required by Section 3(c)(iv), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall (1x) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iv) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall shall, as soon as practicable and in no event later than three five (35) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d17(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall deliver (whether via A) transmit by facsimile or otherwiseelectronic mail (or otherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, or electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the "Share Delivery Date"), the Company shall (1x) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company’s 's (“"DTC”") Fast Automated Securities Transfer ProgramProgram and the Conversion Shares are either registered for issuance or resale by the Holder or eligible for immediate resale by the Holder under Rule 144, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at At Custodian system or (2y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d17(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In , irrespective of the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating date such Conversion Shares are credited to the Installment Date(s) Holder's account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as set forth in the applicable Conversion Noticecase may be.

Optional Conversion. To convert any Conversion Amount -------------------- into shares of Common Stock on any date (a “Conversion Date”"CONVERSION DATE"), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City timeTime, on such date, a copy of an executed notice of conversion Conversion in the form attached hereto as Exhibit I (the “Conversion Notice”"CONVERSION NOTICE") to --------- the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading second Business Day following the date of receipt of a Conversion NoticeNotice (the "SHARE DELIVERY DATE"), the Company shall (1X) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b)) to the Company. If this Note is physically surrendered for conversion Conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 19(d17(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion Conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion Conversion of this Note pursuant hereto, the Principal principal amount converted shall be deducted from the Installment Amount(s) Amounts relating to the Installment Date(s) Dates as set forth in the applicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 5:00 11:59 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany and the Transfer Agent and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall (1x) provided that the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The Depository Trust Company’s (“DTC”) the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at At Custodian system or (2y) otherwise if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(ii3(c)(iii), within three (3) Trading Business Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the lesser of (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaidNote, the Holder shall surrender this Note (or deliver an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 19(b18(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 19(d18(d)) representing the outstanding Principal not converted. Subject to Section 3(d)(i), the The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In , irrespective of the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating date such shares are credited to the Installment Date(s) Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as set forth in the applicable Conversion Noticecase may be.