THE OFFER NOR SALE OF THE SECURITIES REPRESENTED BY THIS DEBENTURE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
(THE “1933 ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS
OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR UNLESS SOLD PURSUANT TO RULE 144
UNDER THE 1933 ACT.
A CONVERTIBLE DEBENTURE
April 18, 2018
19, 2017 (the "Issuance Date")|
York, New York|
VALUE RECEIVED, the undersigned, MLIGHT TECH, INC. (herein called the “Company”), a Florida corporation,
promises to pay to the order HE CEN, or his or its registered assigns (the “Holder” or “Holders”),
the principal sum of one hundred and fifty thousand dollars (US$150,000), as such amount is reduced pursuant to
the terms hereof pursuant to redemption, conversion or otherwise (the “Principal”), on April 18, 2018 (the
“Maturity Date”), together with interest (computed on the basis of a 365-day year) on the outstanding principal
amount at the rate of eight percent (8%) per annum (the “Interest Rate”) from the date hereof, payable on June
30, 2017 and, thereafter, quarterly in arrears, until the principal hereof shall have become due and payable.
Purchase Agreement. This Debenture has been issued pursuant to the terms and conditions set forth in the Securities
Purchase Agreement dated as of April 19, 2017 by and among the Company and, inter alia, the Holder, (as from time to time
amended, the “Securities Purchase Agreement”). All of the terms and conditions of such Securities Purchase
Agreement are incorporated herein by this reference, and all capitalized terms not separately defined in this Debenture,
shall have the same meanings as defined in the Securities Purchase Agreement.
Payments of principal of, and interest on, this Debenture are to be made in lawful money of the United States of America at
such place as provided in the Securities Purchase Agreement. This Debenture is the 8% Series A Convertible Debenture (herein
called the “Debenture”) issued pursuant to the Securities Purchase Agreement, and is subject to other
terms as set forth in the Securities Purchase Agreement.
Interest on this Debenture shall commence accruing on the Issuance Date, shall accrue daily at the Interest Rate on the
outstanding Principal amount from time to time, shall be computed on the basis of a 365-day year comprised of twelve (12)
months and shall be payable in arrears upon the earlier of (i) the last day of June, September, December and March,
commencing on the Issuance Date, until the principal hereof shall have become due and payable and, (ii) the date of
conversion into Common Stock in accordance with Section 5 herein below.
to the conditions set forth in Section 5(e), the Company has the sole discretion to elect
to make interest payment to the Holder either (i) in cash, or (ii) such number of shares
of Common Stock converted in accordance with Section 5 below e; or (iii) in a combination
of cash and shares of Common Stock.|
Prepayment. At any time after the Issuance Date prior to the Maturity Date, Company shall have the right to prepay
this Debenture in full or any portion of the then outstanding principal balance prior to the Maturity Date, provided that the
Company give written notice to the Purchasers at least ten (10) business days before the prepayment and; provided further that
Purchasers may during five (5) business days of receipt of such notice elect to convert the Debentures in accordance with their
terms set forth herein, although such conversion shall not be effective until sixty-one (61) days following the date of Purchasers’
notice of election.
Conversion into Common Stock
into Common Stock. Subject to the provisions of Section 5(a)(iii) and 5(e), on
any one or more occasions on or after the date hereof, the Holder shall be entitled to convert any portion of the
outstanding and unpaid Conversion Amount (as defined below) into fully paid and non-assessable shares of common stock of the
Company, par value $0.0001 per share (the “Common Stock”), or any shares of capital stock or other securities of
the Company into which such Common Stock shall hereafter be changed, exchanged or reclassified in accordance with Section
5(c), at the Conversion Rate (as defined below) then in effect. The Company shall not issue any fraction of a share of Common
Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company
shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all
transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon
conversion of any Conversion Amount. Any such conversion set forth in a conversion notice dated prior thereto, shall be
deemed to be effective as of the date of such conversion notice (the “Conversion Date”).
Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 5(a)
shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion
Rate”). The Conversion Amount shall be subject from time to time to adjustment as
“Conversion Amount” means the sum of (A) the portion of the Principal to be converted, amortized,
redeemed or otherwise with respect to which this determination is being made, and (B) any accrued and unpaid
“Conversion Price” means, as of any Conversion Date (as defined below) or other date of determination,
$0.01 per share, subject to adjustment as provided herein.
Limit. Notwithstanding anything to the contrary set forth in this Debenture, at no time may a Holder of this Debenture
convert this Debenture into Common Stock if the number of shares of Common Stock to be issued pursuant to such conversion
would cause the number of shares of Common Stock owned by such Holder at such time to exceed, when aggregated with all other
shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would
result in such Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or
assets of such Holder, or any other persons whose beneficial ownership of Common Stock would be aggregated with such
Holder’s for purposes of Section 13(d) and Section 16 of the 1934 Act, beneficially owning (as determined in accordance
with Section 13(d) of the 1934 Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of
Common Stock (the "Holder Cap").
of Conversion. Upon conversion of this Debenture in full in the manner provided by this Section 5 (c) below, this Debenture
shall be deemed fully satisfied and cancelled.
Shares. The Company covenants that during the period the conversion right exists, the Company will reserve from its
authorized and unissued Common Stock, free from preemptive rights, to provide for the issuance of 110% of the number of
shares of Common Stock upon the full conversion of the Holder’s Debenture and the other Debentures issued pursuant to
the Securities Purchase Agreement (the “Reserved Amount”). If the Company shall issue any securities or make any
change to its capital structure which would change the number of shares of Common Stock into which the Debentures shall be
convertible at the then current Conversion Price, the Company shall at the same time make proper provision so that thereafter
there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for
conversion of the outstanding Debentures. The Company (i) acknowledges that it has irrevocably authorized by its Board of
Directors to issue certificates for the Common Stock issuable upon conversion of the Holder’s Debenture, and (ii)
agrees that its issuance of the Holder’s Debenture shall constitute full authority to its officers and agents who are
charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common
Stock in accordance with the terms and conditions of the Holder’s Debenture.
c. Method of Conversion.
(i) Mechanics of Conversion. Subject to Section 5(a), the Holder’s Debenture may be
converted by the Holder in whole or in part, by (i) submitting to the Company a conversion notice (by facsimile or other reasonable
means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (ii) subject to Section
5(c)(ii), surrendering the Holder’s Debenture at the principal office of the Company.
(ii) Surrender of Debenture upon Conversion. Notwithstanding anything to the contrary set
forth herein, upon conversion of the Holder’s Debenture in accordance with the terms hereof, the Holder shall not be required
to physically surrender the Holder’s Debenture to the Company unless the entire unpaid principal amount of the Holder’s
Debenture is so converted. The Holder and the Company shall maintain records showing the principal amount so converted and the
dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to
require physical surrender of the Holder’s Debenture upon each such conversion. In the event of any dispute or discrepancy,
such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing,
if any portion of the Holder’s Debenture is converted as aforesaid, the Holder may not transfer the Holder’s Debenture
unless the Holder first physically surrenders the Holder’s Debenture to the Company, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Debenture of like tenor, registered as the Holder (upon payment by the Holder
of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of the Holder’s
Debenture. The Holder and any assignee, by acceptance of the Holder’s Debenture, acknowledge and agree that, by reason of
the provisions of this paragraph, following conversion of a portion of the Holder’s Debenture, the unpaid and unconverted
principal amount of the Holder’s Debenture represented by the Holder’s Debenture may be less than the amount stated
on the face hereof.
(iii) Delivery of Common Stock upon Conversion. Upon receipt by the Company from the Holder
of a facsimile transmission (or other reasonable means of communication) of a conversion notice meeting the requirements for conversion
as provided in this Section 5(c), the Company shall issue and deliver or cause to be issued and delivered to or upon the order
of the Holder certificates for the Common Stock issuable upon such conversion within three (3) Business Days (such third Business
Day being hereinafter referred to as the “Deadline”) in accordance with the terms hereof and the Securities Purchase
of Company to Deliver Common Stock. Upon delivery by the Holder to the Company of a Conversion notice, the Holder shall
be deemed to be the Holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and
the amount of accrued and unpaid interest on that portion of the Holder’s Debenture being converted shall be reduced to
reflect such conversion, and, unless the Company defaults on its obligations under this Section 5, all rights with respect to
the portion of the Holder’s Debenture being so converted shall forthwith terminate except the right to receive the
Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have
given a conversion notice as provided herein, the Company’s obligation to issue and deliver the certificates for Common
Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any
waiver or consent with respect to any provision thereof, the recovery of any judgment against any Person or any action to
enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or
any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any
obligation to the Company, and irrespective of any other circumstance which might otherwise limit such obligation of the
Company to the Holder in connection with such conversion. The Conversion Date specified in the conversion notice shall be the
Conversion Date so long as the conversion notice is received by the Company before 6:00 p.m., New York, New York time, on
Pro Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder
of Debentures for the same Conversion Date and the Company can convert some, but not all, of such portions of the Debentures submitted
for conversion, the Company, subject to Section 5(a)(iii), shall convert from each holder of Debentures electing to have Debentures
converted on such date a pro rata amount of such holder’s portion of its Debentures submitted for conversion based on the
principal amount of Debentures submitted for conversion on such date by such holder relative to the aggregate principal amount
of all Debentures submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock
issuable to the Holder in connection with a conversion of this Debenture, the Company shall issue to the Holder the number of
shares of Common Stock not in dispute and resolve such dispute in accordance with Section 19.
or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a
greater number of shares, then, after the date of record for effecting such subdivision, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. If the Company at any time combines (by any
reverse stock split, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock acquirable
hereunder into a smaller number of shares, then, after the date of record for effecting such combination, the Conversion
Price in effect immediately prior to such combination will be proportionately increased.
(ii) Reclassification, Exchange, and Substitution. If at any time or from time
to time after the date upon which this Debenture was issued by the Company (the “ Original Issue Date”), the
shares of Common Stock issuable upon the conversion of this Debenture shall be changed into the same or a different number of
shares of any class or classes of stock, whether by recapitalization, reclassification, reorganization, merger, exchange, consolidation,
sale of assets or otherwise, then, in any such event, each holder of the Debentures shall have the right thereafter to convert
such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification,
reorganization, merger, exchange, consolidation, sale of assets, distribution of assets or other change by a holder of the number
of shares of Common Stock into which such shares of this Debenture could have been converted immediately prior to such recapitalization,
reclassification, reorganization, merger, exchange, consolidation, sale of assets, distribution of assets or other change, or
with respect to such other securities or property by the terms thereof.
(iii) Calculations. All calculations under this Section 5 shall be made to the nearest cent
or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed
to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares,
if any) issued and outstanding.
(iv) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the
Conversion Price as a result of the events described in this Section 5(d), the Company, at its expense, shall promptly compute
such adjustment or readjustment and prepare and furnish to the Holder of this Debenture a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. Failure to give such notice
or any defect therein shall not effect the legality or validity of the subject adjustment.
The shares of Common Stock issuable upon conversion of the Debenture may not be sold or transferred unless (A) such shares are
sold pursuant to an effective registration statement under the Securities Act, or (B) the Company or its transfer agent shall
have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of
counsel in comparable transactions and from an attorney that regularly practices securities law) to the effect that the shares
to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, or (C) such shares
are sold or transferred pursuant to Rule 144 under the Securities Act (or a successor rule) (“Rule
144”), or (D) such shares are sold or transferred outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, or (E) such shares are transferred to an “affiliate” (as defined
in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with this Section 5(e). Except
as otherwise provided in this Agreement (and subject to the removal provisions set forth below), until such time as the shares
of Common Stock issuable upon conversion of the Debenture have been registered under the Securities Act as contemplated by the
Registration Rights Agreement, 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, each certificate for shares of Common Stock issuable upon conversion
of the Debenture that has not been so included in an effective registration statement or that has not been sold pursuant to an
effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the
following form, as appropriate:
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION
S UNDER THE U.S. SECURITIES ACT, (C) WITHIN THE UNITED STATES AFTER REGISTRATION OR IN ACCORDANCE WITH THE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS, OR (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER
THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION.
of Legend. The legend set forth above shall be removed and the Company shall issue to the Holder a new certificate
therefor free of any transfer legend if (A) 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, or
(B) in the case of the Common Stock issuable upon conversion of the Holder’s Debenture, such security is registered for
sale by the Holder under an effective registration statement filed under the Securities 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.
The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the
effective date of any registration statement under the Securities Act registering the resale of the Common Stock issuable
upon conversion of the Debenture if required by the Company’s transfer agent to effect the removal of the legend
hereunder. Nothing in the Debenture shall (x) limit the Company’s obligation under the Registration Rights Agreement or
(y) affect in any way the Holder’s obligations to comply with applicable prospectus delivery requirements upon the
resale of the securities referred to herein.
of Assets; If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire
its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without
limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the
“Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the
number of shares of Common Stock acquirable upon complete conversion of this Debenture (without taking into account any
limitations or restrictions on the convertibility of this Debenture) immediately prior to the date on which a record is taken
for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be
determined for such Distributions (provided, however, to the extent that the Holder’s right to participate in any such
Distributions would result in the Company exceeding the Exchange Cap, then the Holder shall not be entitled to participate in
such Distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such
Distribution to such extent) and such Distribution to such extent shall be held in abeyance for the benefit of the Holder
until such time, if ever, as its right thereto would not result in the Company exceeding the Exchange Cap).
as Shareholder. Upon submission of a conversion notice by the Holder of this Debenture, (i) the shares covered thereby
(other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion
of the Reserved Amount or cause the Company to exceed the Exchange Cap) shall be deemed converted into shares of Common Stock
and (ii) the Holder’s rights as a Holder of such converted portion of the Holder’s Debenture shall cease and terminate,
excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise
available at law or in equity to such Holder because of a failure by the Company to comply with the terms of the Holder’s
Debenture. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the
third (3rd) Business Day after the Deadline, Holder may elect at such Holder’s option to regain the rights of
a Holder of the Holder’s Debenture with respect to such attempted converted portions of the Holder’s Debenture and
the Company shall, as soon as practicable, return such attempted converted Debenture to the Holder or, if the Debenture has not
been surrendered, adjust its records to reflect that such portion of the Holder’s Debenture has not been converted. In all
cases, the Holder shall retain all of its rights and remedies for the Company’s failure to convert the Holder’s Debenture.
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.
This Debenture shall be governed by, and construed in accordance with, the internal laws of the State of New York without
regard to the choice of law principles thereof. Each of the parties of the Debenture hereto irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court
for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out
of this Debenture. Service of process in connection with any such suit, action or proceeding may be served on each party
hereto anywhere in the world by the same methods as are specified for the giving of notices under this Debenture. Each of the
parties of this Debenture irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding
and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any
such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY
RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS DEBENTURE AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.
Each party shall bear its own expenses in any litigation conducted under this section.
The Company consents to accept service of process by the certified mail, return receipt requested in the event of
litigation. The Company further consents to accept service of process via recognized international courier in the case that
the Company is not able to accept service by the certified mail provided a receipt of delivery is available.
Facsimile Signatures. This Debenture may be executed by facsimile signature which shall, for all purposes be deemed
to be as legally valid and binding upon the Company as an original signature.
Event of Default. An “Event of Default” shall exist if any of the
following conditions or events shall occur and be continuing:
Following the Holder’s written demand for payment, the Company shall fail to pay in full the entire outstanding
principal amount of this Debenture and all interest accrued hereon within thirty (30) Days after such written demand for
payment is given to Holder; or
b. Subject to Section 5(a)(iii), the Company’s (A) failure to cure a Conversion Failure by delivery of the required number
of shares of Common Stock within ten (10) Business Days after the applicable Conversion Date or (B) notice, written or oral, to
any holder of the Debentures, including by way of public announcement or through any of its agents, at any time, of its intention
not to comply with a request for conversion of any Debentures into shares of Common Stock that is tendered in accordance with
the provisions of the Debentures;
At any time following the tenth (10th) consecutive Business Day that the Reserved Amount is less than the number
of shares of Common Stock that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of
this Debenture (without regard to any limitations on conversion set forth in Section 5(a)(iii) or otherwise and except as
limited by Section 5(e)).
The Company defaults in the performance of or compliance with its obligations under any of this Debenture, the Securities
Purchase Agreement or any of the Transaction Documents and such default has not been cured for thirty (30) days after written
notice of default is given to the Company; or
Any representation or warranty made by or on behalf of the Company or the Holder in this Debenture, the Securities Purchase
Agreement or any of the Transaction Documents proves to have been false or incorrect in any material respect on the date as
of which made, and such condition has not been cured for sixty (60) Business Days after written notice of default is given to
the other party; or
The Company (i) admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer
or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition
in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other
similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment
of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial
part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of
any of the foregoing; or
A court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Company, a
custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part
of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other
petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or
ordering the dissolution, winding-up or liquidation of the Company, or any such petition shall be filed against such party
and such petition shall not be dismissed within six (6) months.
Following An Event Of Default. Upon occurrence of an Event of Default defined in
subsection (a) to (g) of Section 9, this Debenture and all accrued Interest to the date of such default shall, at the option
of the Holder, immediately become due and payable without presentment, protest or notice of any kind, all of which are waived
by the Company.
To Issue, Or Change The Terms Of, Debentures. The written consent of the Holders of at least
51% of the holders of the then outstanding Debentures shall be required for any change, modification or amendment to any of the
Debentures, unless the change shall only effect the Holder and the Company shall have offered such change to all holders of Debentures,
in which case only the consent of the Holder is required.
Intentionally Left Blank.
13. Noncircumvention. The Company hereby covenants and agrees that the Company
will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation,
merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Debenture, and will at all times in good faith carry out all of the
provisions of this Debenture and take all action as may be required to protect the rights of the Holder of this Debenture.
15. Reissuance of This Debenture.
Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any
indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and
cancellation of this Debenture, the Company shall execute and deliver to the Holder a new Debenture (in accordance with
Section 15(c)) representing the outstanding Principal.
Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the
principal office of the Company, for a new Debenture or Debentures (in accordance with Section 15(c) and in principal amounts
of at least $10,000) representing in the aggregate the outstanding Principal of this Debenture, and each such new Debenture
will represent such portion of such outstanding Principal as is designated by the Holder at the time of such
of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this
Debenture, such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face
of such new Debenture, the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to
Section 15(b), the Principal designated by the Holder which, when added to the principal represented by the other new
Debentures issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Debenture
immediately prior to such issuance of new Debentures), (iii) shall have an issuance date, as indicated on the face of such
new Debenture, which is the same as the Issuance Date of this Debenture, (iv) shall have the same rights and conditions as
this Debenture, and (v) shall represent accrued and unpaid Interest, if any, on the Principal of this Debenture, from the
16. Payment of Collection, Enforcement And Other Costs. If (a) this Debenture
is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or
the Holder otherwise takes action to collect amounts due under this Debenture or to enforce the provisions of this Debenture or
(b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’
rights and involving a claim under this Debenture, then the Company shall pay the costs incurred by the Holder for such collection,
enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but
not limited to, attorneys’ fees and disbursements.
Headings. This Debenture shall be deemed to be jointly drafted by the Company and the Holder and shall not
be construed against any Person as the drafter hereof. The headings of this Debenture are for convenience of reference
and shall not form part of, or affect the interpretation of, this Debenture.
18. No Waiver for Failure or Indulgence. No failure or delay on
the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of
the waiving party.
19. Dispute Resolution. In the case of a dispute as to the arithmetic
calculation of the Conversion Price or Conversion Amount, the Company shall submit the disputed determinations or arithmetic calculations
via facsimile within one (1) Business Day of receipt, or deemed receipt, of the Conversion Notice or other event giving rise to
such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination
or calculation within one (1) Business Day of such disputed determination or arithmetic calculation being submitted to the Holder,
then the Company shall, within one Business Day submit via facsimile the disputed arithmetic calculation of the Conversion Price
or Conversion Amount to the Company’s independent, outside accountant. The Company shall cause the accountant
to perform the determinations or calculations and notify the Company and the Holder of the results no later than five (5) Business
Days from the time it receives the disputed determinations or calculations. Such accountant’s determination or calculation
shall be binding upon all parties absent demonstrable error. The party, whose calculation is furthest from the accountant’s
determination or calculation, shall be obligated to pay the fees and expenses of such accountant.
a. Notices. Whenever
notice is required to be given under this Debenture, unless otherwise provided herein, such notice shall be given in the same
manner provided in the subsection headed “Notices” in the Securities Purchase Agreement, the terms of which are
incorporated herein by reference.
d. Payments. Except
as otherwise provided in this Debenture, whenever any payment of cash is to be made by the Company to any Person pursuant to
this Debenture, such payment shall be made in lawful money of the United States of America by a check drawn on the account of
the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in
writing; provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available
funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer
instructions. Whenever any amount expressed to be due by the terms of this Debenture is due on any day which is
not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day.
21. Cancellation. After all Principal and other amounts at any
time owed on this Debenture have been paid in full, this Debenture shall automatically be deemed canceled, shall be surrendered
to the Company for cancellation and shall not be reissued.
22. Waiver of Notice. To the extent permitted by law, the Company
hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Debenture and the Securitas Purchase Agreement.
23. Currency. All principal, interest and other amounts owing under this Debenture
or any Transaction Document that, in accordance with their terms, are paid in cash shall be paid in U.S. dollars. All amounts
denominated in other currencies shall be converted in the U.S. dollar equivalent amount in accordance with the Exchange Rate on
the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into
U.S. dollars pursuant to this Debenture, the U.S. dollar exchange rate as published in the Wall Street Journal on the relevant
date of calculation (it being understood and agreed that where an amount is calculated with reference to, or over, a period of
time, the date of calculation shall be the final date of such period of time).
24. Language. This Debenture is written in Chinese and English but if there
is any conflict between the Chinese and English version, English version shall prevail.
If any provision of this Debenture is prohibited by law or otherwise determined to be invalid or unenforceable by a court of
competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to
apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision
shall not affect the validity of the remaining provisions of this Debenture so long as this Debenture as so modified
continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the
prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the
respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would
otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of
the prohibited, invalid or unenforceable provision(s).
WITNESS WHEREOF, the Company has executed and delivered this Debenture the date and year first above written.
|MLIGHT TECH, INC.
|/s/ Huibin Su
Name: Huibin Su
is made to the Convertible Debenture (the “Note”) issued to the undersigned by mLight Tech, Inc., a Florida
corporation (the “Company”). In accordance with and pursuant to the Debenture, the undersigned hereby elects
to convert the Conversion Amount (as defined in the Debenture) of the Debenture indicated below into shares of common stock, par
value $0.00001 per share, of mLight Tech, Inc., a Florida corporation (the “Common Stock”), as of the date
Conversion Amount to be converted:
of shares of Common Stock to be issued:
issue the Common Stock into which the Debenture is being converted in the following name and to the following address:
(if electronic book entry transfer)
(if electronic book entry transfer)