Common use of Automatic Conversion Clause in Contracts

Automatic Conversion. The Company may elect to automatically convert (“Automatic Conversion”) the Securities on or prior to maturity if the Daily Market Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (the “Automatic Conversion Date”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trustee.

Automatic Conversion. The Company may elect to Each share of Series A Convertible Preferred Stock shall, upon issuance, automatically convert (“Automatic Conversion”) the Securities on or prior to maturity if the Daily Market Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (the “Automatic Conversion Date”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the into shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price as set forth in Paragraph 2 of the Letter Agreement to which this Exhibit A is attached; provided that the aggregate number of shares of Series A Convertible Preferred Stock that automatically convert shall not exceed, and shall be limited to, the number of authorized shares of Common Stock for pursuant to the Certificate, and the number of shares so converted shall be determined on a pro rata basis. In addition, if at least 20 Trading Days out any time after the initial issuance of the 30 consecutive Trading Days ending within five Trading Days prior Series A Convertible Preferred Stock there are additional authorized shares pursuant to the giving Certificate, each share of Series A Convertible Preferred Stock shall automatically convert into the respective number of shares of Common Stock pursuant to Paragraph 2 of the Automatic Conversion NoticeLetter Agreement; and provided that the aggregate number of shares of Series A Convertible Preferred Stock that automatically convert shall not exceed, and shall be limited to, the number of authorized shares of Common Stock pursuant to the Certificate, and the number of shares so converted shall be determined on a pro rata basis. Greenlight Capital, L.P. 5.2 % Greenlight Capital Qualified, L.P. 19.9 % Greenlight Capital Offshore Partners 29.4 % Greenlight Reinsurance, Ltd. 8.1 % Greenlight Capital Offshore Master (vGold), Ltd. 1.3 % Greenlight Capital (Gold), LP 2.7 % Third Point Loan LLC 33.3 % This VOTING AGREEMENT (this “Agreement”) dated September 24, 2010, is entered into by and among Biofuel Energy Corp., a Delaware corporation (the Conversion Price at which such Automatic Conversion is to be effected“Company”), and each of the Persons listed on Schedule I attached hereto (including, with their permitted transferees or assigns, collectively, the “Stockholders”). If This Agreement shall become effective as of the Closing (as defined therein) of that certain proposed registered rights offering for Series A Convertible Preferred Stock of the Company elects to effect an Automatic Conversion Notice (or depository interests in respect thereof) (the “Rights Offering”) as further described in that certain Loan Agreement and Rights Offering Letter Agreement, each dated as of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 even date herewith by and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of among the Company, the Trustee, upon ten Business Days’ notice prior to the date each of the requested mailing Stockholders and the other signatories thereto (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion“Loan Agreement” and the “Rights Offering Letter Agreement”, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trusteerespectively).

Automatic Conversion. The At its option, at any time, the Company may elect cause the Notes to automatically convert (“Automatic Conversion”) be converted in whole or in part, on a pro rata basis, into fully paid and nonassessable shares of Common Stock at the Securities on or prior to maturity then effective Conversion Rate if the Daily Market Price of the Common Stock has exceeded 150is equal to or greater than 240% of the Conversion Price for the 30 trading days immediately preceding the delivery of the Mandatory Conversion Notice (as defined below), provided that, during such 30 trading day period, the average daily volume of shares traded is at least 20 Trading Days out 35,000 (subject to adjustment for any Change of Shares); provided that no Default or Event of Default shall have occurred and be continuing on the date on which the Mandatory Conversion Notice is given; and, provided, that if such conversion is prior to a Stockholder Approval, such conversion shall be limited to the extent necessary to ensure that no Registered Holder receives a number of shares which, together with such Converting Holder’s Previous Shares, would exceed such Converting Holder’s Maximum. Any Notes so converted shall be treated as having been surrendered by the holder thereof for conversion pursuant to Section 3 on the date of such mandatory conversion (unless previously converted at the option of the 30 consecutive Trading Days ending within five Trading Days holder) and shall be subject to the limitations of Section 3(i). No greater than 60 nor fewer than 20 days prior to the date of any such mandatory conversion, notice (the “Notice Date”) the notice of automatic conversion (the “Automatic Mandatory Conversion Notice”). In order to effect an Automatic Conversion) by first class mail, the Company postage prepaid, shall give be given to the holder Registered Holders of each Security the Notes to be so converted an Automatic Conversion Noticeconverted, addressed to such Registered Holders at their last addresses as shown on the stock transfer books of the Company. Such Automatic Each such Mandatory Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (the “Automatic Conversion Date”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after specify the date fixed for conversion, upon the place or places for surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion programNotes, and in connection with such Automatic the then effective Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunderRate pursuant to Section 3. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Any Mandatory Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be which is mailed by first class mail and, if mailed in the manner as herein provided, provided shall be conclusively presumed to have been givenduly given by the Company on the date deposited in the mail, whether or not the holder Registered Holder receives it. In any case, such notice; and failure properly to give such notice by mail, or any defect in the notice such notice, to the holder Registered Holders of any Security designated for Automatic Conversion in whole or in part Note to be converted shall not affect the validity of the proceedings for the Automatic Conversion conversion of any other Notes. On or after the date fixed for conversion as stated in the Mandatory Conversion Notice, each holder of Notes called to be converted shall surrender such Security. The Notes to the Company shall also deliver a copy of each Automatic at the place designated in such Mandatory Conversion Notice given by it for conversion. Notwithstanding that the Notes properly called for conversion shall not have been surrendered, the Notes shall no longer be deemed outstanding and all rights whatsoever with respect to the TrusteeNotes so called for conversion (except the right of the holders to convert such Notes upon surrender thereof) shall terminate.

Automatic Conversion. The Company may elect Subject to automatically convert (“Automatic Conversion”) Section 5 below and, at the Securities on or prior to maturity if the Daily Market Price Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 of the Common Stock has exceeded 150% Convertible Note Purchase Agreement, the principal amount of this Note (and all interest accrued on this Note at the option of the Conversion Price for Payor) shall be converted into the number of shares of common stock as follows: (a) In the event of a next equity financing by the Company in one transaction or series of related transactions which raises an aggregate amount of at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the date of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion NoticeNext Equity Financing”). In order to effect an Automatic Conversion, the Company principal amount on this Note shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will automatically be converted (the “Automatic Conversion Date”); (ii) the CUSIP number or numbers regardless of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure Note is surrendered to give such notice or any defect Payor) into the equity securities issued in the notice Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion shall be paid in cash by the Company. This Note shall convert into the number of shares at the time of the “Next Equity Financing” equals to 3,125 shares of the Company’s Common Stock at an exercise price of $8.00 per share (the “Exercise Price”). This Note shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity issuance of the proceedings for Next Equity Financing Stock to Holder upon such conversion, Holder shall execute and deliver such agreements, instruments and other documents as are executed and delivered by the Automatic Conversion other investors in connection with their purchase of any the Next Equity Financing Stock. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) equals to 3,125 shares of the Company’s Common Stock at an exercise price of $8.00 per share (the “Exercise Price”). This Note shall be deemed automatically cancelled immediately upon such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trusteeconversion.

Automatic Conversion. The Company may elect to (a) Each share of Series C Preferred Stock, shall automatically convert and without any required action by any Holder, be converted into that number of fully-paid, nonassessable shares of Common Stock as equals the Conversion Ratio, on the Automatic Conversion Date (an “Automatic Conversion” and together with a Holder Conversion, a “Conversion”) ). The Holder shall provide written confirmation to the Securities on Corporation of his, her or prior to maturity if the Daily Market Price its beneficial ownership of Common Stock of the Common Stock has exceeded 150% Corporation from time to time at the request of the Corporation. (b) Following an Automatic Conversion, the Corporation shall within two Business Days, deliver notice to each Holder that an Automatic Conversion Price for has occurred, at least 20 Trading Days out the address of each Holder which the 30 consecutive Trading Days ending within five Trading Days prior to the date of Corporation then has on record (the “Notice Date”) the notice of automatic conversion (the an “Automatic Conversion Notice”). In order ; provided, that the Corporation is not required to effect an receive any confirmation that such Automatic ConversionConversion Notice was received by a Holder, but instead assuming such Automatic Conversion Notice was sent to the address which the Corporation then has on record for such Holder, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) be treated as received by the Holder for all purposes on the third Business Day following the date on which such notice was sent by the Securities identified in the Automatic Conversion Notice will be converted Corporation (the “Automatic Conversion Notice Receipt Date”); (ii) . Within three Business Days following the CUSIP number or numbers of such Securities; (iii) Automatic Conversion Notice Receipt Date, the place or places where such Securities in certificated form are Corporation shall issue to be surrendered for exchange of the each Holder all shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of which such Holder is due in connection with the Automatic Conversion Notice; and (vthe “Automatic Conversion Shares”, and together with the Holder Conversion Shares, the “Shares”) the Conversion Price at which and promptly deliver such Automatic Conversion is Shares to be effectedthe address of Holder which the Corporation then has on record (a “Delivery”). If the Company elects to effect an The Automatic Conversion Notice Shares issuable in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect connection with an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected fully-paid, non-assessable shares of Common Stock. Unless the Automatic Conversion Shares are covered by a valid and effective registration under the Depositary in accordance with Securities Act or the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with Holder provides a valid opinion from an attorney stating that such Automatic Conversion the Depositary Shares can be issued free of restrictive legend, which shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required be determined by the Company or the Trustee or conversion agentCorporation in its sole discretion, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the issuance date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Shares, such Automatic Conversion of the Securities Shares shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trusteeissued as Restricted Shares.

Automatic Conversion. Upon the occurrence of a Class C Automatic Conversion Event, all the then issued and outstanding Class C Non-Voting Common Shares shall be converted automatically in accordance with Article 32.6 without any further action by the holders thereof and whether or not the certificates (if any) representing such shares are surrendered to the Company or its transfer agent. The Company may elect to automatically convert (“Automatic Conversion”) the Securities on or prior to maturity if the Daily Market Price shall provide all holders of the Class C Non-Voting Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to Shares written notice as promptly as practicable following (a) the date of a Class C Automatic Conversion Event informing the holders of the occurrence of a Class C Automatic Conversion Event or (the “Notice Date”b) the notice final date of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, Earnout Period that a Class C Earnout Trigger Event was not satisfied as of the Company shall give to end of the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) Earnout Period and that the date on which the Securities identified in the Automatic Conversion Notice Class C Non-Voting Common Shares will be converted (the “Automatic Conversion Date”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities redeemed in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issuedaccordance with these Articles. In the case where the Company elects to effect an of a Class C Automatic Conversion in respect Event (a) relating to the satisfaction of any portion a Class C Earnout Trigger Event, the automatic conversion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion applicable Class C Non-Voting Common Shares shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, deemed to have occurred at the request and expense close of the Company, the Trustee, upon ten Business Days’ notice prior to business on the date of the requested mailing Class C Earnout Trigger Event or (or upon such shorter notice period as may b) relating to a Change of Control, the automatic conversion of the applicable Class C Non-Voting Common Shares shall be reasonably acceptable deemed to have occurred immediately prior to the Trustee) shall give to each holder consummation of Securities to be converted in an Automatic Conversionsuch Change of Control (as applicable, at its last address as the same shall appear on the Registrar, an “Class C Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such SecurityTime”). The Company shall also deliver a copy not be obligated to issue certificates evidencing the Common Shares issuable upon any automatic conversion (to the extent the Common Shares are certificated) unless the certificates evidencing such Class C Non-Voting Common Shares being converted, if any, are either delivered to the Company at the registered office of each Automatic Conversion Notice given the Company or to its transfer agent, or the holder notifies the Company or its transfer agent, that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company (and its transfer agent, if applicable) from any loss incurred by it to the Trusteein connection therewith.

Automatic Conversion. i. The Company may elect to Conversion Amount will be automatically convert (“Automatic Conversion”) converted into the type of Equity Securities on or prior to maturity issued in a Qualified Financing upon the closing of such Qualified Financing; provided, however, that if at the Daily Market Price time of the Common Stock has exceeded 150% closing of such Qualified Financing, an Event of Default shall exist, such conversion only shall occur at the election of the Lender. The number of shares of such Equity Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing the Conversion Price Amount on the date of conversion by the lowest price per share paid in cash or cash equivalents for at the Equity Securities issued in the Qualified Financing. At least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days business days prior to the date closing of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, Qualified Financing the Company shall give to notify the holder Lender in writing of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on terms under which the Equity Securities identified in of the Automatic Conversion Notice Company will be sold in such financing. ii. The Conversion Amount will be automatically converted (into shares of Hightimes Common Stock upon the “Automatic Conversion Date”); (ii) consummation of a Qualified Public Offering; provided, however, that if at the CUSIP number or numbers time of the consummation of such Securities; (iii) Qualified Public Offering, an Event of Default shall exist, such conversion only shall occur at the place or places where such Securities in certificated form are to be surrendered for exchange election of the Lender. The number of shares of Hightimes Common Stock to be issued upon such conversion thereof; (iv) shall be equal to the lowest Daily Market Price quotient obtained by dividing the Conversion Amount on the date of the consummation of the Qualified Public Offering, by the price to public per share of the Hightimes Common Stock for at sold in the Qualified Public Offering. At least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days business days prior to the giving consummation of the Automatic Qualified Public Offering, the Company shall notify the Lender in writing of the terms under which the Hightimes Common Stock of the Company will be issued in the Qualified Public Offering. Hightimes shall deliver a notice of conversion, the form of which is attached hereto as Annex A (the “Notice of Conversion”) promptly (and in any event within two business days) following the occurrence of the Qualified Public Offering. The Notice of Conversion Notice; and (v) shall specify therein the number of Conversion Shares and the applicable Conversion Price at which such Automatic Conversion is to be effectedPer Share. iii. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal Immediately prior to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect consummation of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense a Sale of the Company, the TrusteeConversion Amount will be automatically converted into the type of Equity Securities issued in the Company’s most recent round of financing that would otherwise meet the criteria of a Qualified Financing if it had occurred following the date this Note (a “Prior Qualified Financing”); provided, however, that if at the time of the consummation of a Sale of the Company, an Event of Default shall exist, such conversion only shall occur at the election of the Lender. The number of shares of such Equity Securities to be issued upon ten Business Days’ notice such conversion shall be equal to the quotient obtained by dividing the Conversion Amount due on this Note on the date of conversion, by the lowest price per share of the Equity Securities issued in the Prior Qualified Financing. The Holder shall be afforded the right prior to the date consummation of such Sale of the requested mailing (Company to timely exercise, convert or exchange any such Equity Securities so issued upon conversion of this Note. iv. The Conversion Amount will automatically and without any further action on the part of the Lender, convert into shares of Hightimes Common Stock following the consummation of the Reg A+ Offering Event on the Conversion Date. The number of shares of Hightimes Common Stock to be issued to the Holder upon such shorter notice period as may conversion of this Note shall be reasonably acceptable equal to the Trusteeresult of dividing (i) the applicable Conversion Amount, by (ii) the applicable Conversion Price Per Share. Hightimes shall give to each holder deliver a Notice of Securities Conversion promptly (and in any event within two business days) following the Conversion Determination Date. The Notice of Conversion shall specify therein the number of Conversion Shares and the applicable Conversion Price Per Share. v. If a Qualified Financing, a Qualified Public Offering, a Sale of the Company or the Reg A+ Offering Event has not occurred by the Maturity Date, then the Conversion Amount as of the Maturity Date shall either, at the Holder’s election, (A) be repaid in cash in full, or (B) convert into shares of the most senior type of Convertible Preferred Stock outstanding as of the Maturity Date (or, if there is no Convertible Preferred Stock outstanding as of the Maturity Date, into shares of Hightimes Common Stock). The number of shares of Convertible Preferred Stock or Hightimes Common Stock to be converted in an Automatic Conversion, at its last address issued upon such conversion shall be equal to the quotient obtained by dividing the Conversion Amount as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from Maturity Date, by the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the TrusteeIndependent Valuation Price.

Automatic Conversion. The Company may elect to (a) Each share of Series C Preferred Stock, shall automatically convert and without any required action by any Holder, be converted into that number of fully-paid, nonassessable shares of Common Stock as equals the Conversion Ratio, on the Automatic Conversion Date (an “Automatic Conversion” and together with a Holder Conversion, a “Conversion”) ). Each Holder shall provide written confirmation to the Securities on Corporation of his, her or prior to maturity if the Daily Market Price its Beneficial Ownership of Common Stock of the Common Stock has exceeded 150% Corporation from time to time at the request of the Corporation. (b) Following an Automatic Conversion, the Corporation shall within two Business Days, deliver notice to each Holder that an Automatic Conversion Price for has occurred, at least 20 Trading Days out the address of each Holder which the 30 consecutive Trading Days ending within five Trading Days prior to the date of Corporation then has on record (the “Notice Date”) the notice of automatic conversion (the an “Automatic Conversion Notice”). In order ; provided, that the Corporation is not required to effect an receive any confirmation that such Automatic ConversionConversion Notice was received by a Holder, but instead assuming such Automatic Conversion Notice was sent to the address which the Corporation then has on record for such Holder, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) be treated as received by the Holder for all purposes on the third Business Day following the date on which such notice was sent by the Securities identified in the Automatic Conversion Notice will be converted Corporation (the “Automatic Conversion Notice Receipt Date”); (ii) . Within three Business Days following the CUSIP number or numbers of such Securities; (iii) Automatic Conversion Notice Receipt Date, the place or places where such Securities in certificated form are Corporation shall issue to be surrendered for exchange of the each Holder all shares of Common Stock which such Holder is due in connection with the Automatic Conversion (the “Automatic Conversion Shares”, and together with the Holder Conversion Shares, the “Shares”) and promptly deliver such Automatic Conversion Shares to the address of Holder which the Corporation then has on record (a “Delivery”). The Automatic Conversion Shares issuable in connection with an Automatic Conversion shall be fully-paid, non-assessable shares of Common Stock. Unless the Automatic Conversion Shares are covered by a valid and effective registration under the Securities Act or the Holder provides a valid opinion from an attorney stating that such Automatic Conversion Shares can be issued upon conversion thereof; (iv) free of restrictive legend, which shall be determined by the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days Corporation in its sole discretion, prior to the giving issuance date of such Automatic Conversion Shares, such Automatic Conversion Shares shall be issued as Restricted Shares. (c) The issuance and Delivery by the Corporation of the Automatic Conversion Notice; andShares shall fully discharge the Corporation from any and all further obligations under or in connection with the Series C Preferred Stock and shall automatically, and without any required action by the Corporation or the Holder, result in the cancellation, termination and invalidation of any outstanding Series C Preferred Stock and Preferred Stock Certificates held by Holder or his, her or its assigns. (vd) Without limiting the obligation of each Holder set forth herein (including in the subsequent clause (e)), the Corporation and/or the Corporation’s Transfer Agent shall be authorized to take whatever action necessary, if any, following the issuance and Delivery of the Automatic Conversion Price Shares to reflect the cancellation of the Series C Preferred Stock subject to the Automatic Conversion, which shall not require the approval and/or consent of any Holder (a “Cancellation”). (e) Notwithstanding the above, each Holder, by accepting such Preferred Stock Certificates hereby covenants that it will, whenever and as reasonably requested by the Corporation and the Transfer Agent, at which the Corporation’s sole cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the Corporation or the Transfer Agent may reasonably require in order to complete, insure and perfect the Cancellation, if such may be reasonably required by the Corporation and/or the Corporation’s Transfer Agent. (f) In the event that the Delivery of any Automatic Conversion Shares is unsuccessful and/or any Holder fails to accept such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the SecuritiesShares, the Automatic Conversion Notice relating to such Automatic Conversion Shares shall reference this Section 5.15 be held by the Corporation and/or the Transfer Agent in trust (without accruing interest) and shall identify the Securities be released to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, such Holder upon surrender of such Security, a new Securities in principal amount equal reasonable evidence to the portion thereof not converted will be issued. In Corporation or the case where Transfer Agent that such Holder is the Company elects to effect an Automatic Conversion in respect legal owner of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by Shares, provided that the Depositary in accordance with the applicable standing procedures of the DepositaryHolder’s book-entry conversion program, and in connection with failure to accept such Automatic Conversion Shares and/or the Depositary Corporation’s inability to Deliver such shares shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect no event effect the validity of the proceedings for the Cancellation. (g) The Automatic Conversion of terms described above shall supersede and take priority over the Holder’s optional Holder Conversion right in the event that there are any conflicts between such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trusteerights.

Automatic Conversion. The Company may elect to automatically convert (“Automatic Conversion”a) At such time, if ever, following the earlier of (i) six months from the Closing Date or (ii) the effective date of a valid and effective registration statement under the Securities on or prior to maturity if Act covering the Daily Market Price resale of the Common Stock has exceeded 150% issuable upon conversion of the Series B1 Preferred Stock, each share of Series B1 Preferred Stock, shall automatically and without any required action by any Holder, be converted into that number of fully-paid, non-assessable shares of Common Stock as determined by dividing the Original Issue Price by the Conversion Price, provided, that the Closing Sales Price of the Corporation’s Common Stock is equal to at least $3.90 per share of Common Stock as adjusted for Recapitalizations (the “Trading Price”) for a period of at least 20 Trading Days out of the 30 consecutive Trading Days ending (an “Automatic Conversion” and together with a Holder Conversion, each a “Conversion”). (b) Following an Automatic Conversion, the Corporation shall within five Trading Days prior two Business Days, deliver notice to each Holder that an Automatic Conversion has occurred, at the date address of each Holder which the Corporation then has on record (the “Notice Date”) the notice of automatic conversion (the an “Automatic Conversion Notice”). In order ; provided, that the Corporation is not required to effect an receive any confirmation that such Automatic ConversionConversion Notice was received by a Holder, but instead assuming such Automatic Conversion Notice was sent to the address which the Corporation then has on record for such Holder, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) be treated as received by the Holder for all purposes on the third Business Day following the date on which such notice was sent by the Securities identified in the Automatic Conversion Notice will be converted Corporation (the “Automatic Conversion Notice Receipt Date”); . Within three Business Days following the Automatic Conversion Notice Receipt Date, the Corporation shall pay each Holder the total amount of Accrued Dividends owed on such Series B1 Preferred Stock, if any (iithe “Automatic Conversion Dividends”) in cash (subject to the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange terms of the Senior Credit Agreement) or at the option of the Corporation, in shares of Common Stock equal to be issued upon conversion thereof; (iv) the lowest Daily Market total Accrued Dividends divided by the Dividend Shares Conversion Price calculated on the applicable Automatic Conversion Notice Receipt Date, subject to the Dividend Conversion Limitation, and issue to each Holder all shares of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of which such Holder is due in connection with the Automatic Conversion Notice; and (vthe “Automatic Conversion Shares”, and together with the Holder Conversion Shares, the “Shares”) the Conversion Price at which and promptly deliver such Automatic Conversion is to be effected. If the Company elects to effect Shares (and if applicable, cash in an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issuedAccrued Dividends) to the address of Holder which the Corporation then has on record (a “Delivery”). In the case where the Company elects to effect an The Automatic Conversion Shares issuable in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such connection with an Automatic Conversion shall be selected fully-paid, non-assessable shares of Common Stock. Unless the Automatic Conversion Shares are covered by a valid and effective registration under the Depositary in accordance with Securities Act or the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with Holder provides a valid opinion from an attorney stating that such Automatic Conversion the Depositary Shares can be issued free of restrictive legend, which shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required be determined by the Company or the Trustee or conversion agentCorporation in its sole discretion, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the issuance date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Shares, such Automatic Conversion of the Securities Shares shall be not less than 7 days nor more than 15 days from the Notice Dateissued as Restricted Shares. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder Vertex Energy: Series B1 Certificate of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trustee.Designation 18

Automatic Conversion. The Company may elect to automatically convert (“Automatic Conversion”) the Securities on or prior to maturity if the Daily Market Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (the “Automatic Conversion Date”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security Securities evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required pursuant hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trustee.

Automatic Conversion. The Company may elect to automatically convert (“Automatic Conversion”a) the Securities If at any time after February 9, 2010 and on or prior to maturity if Maturity, the Daily Market Closing Price of the Common Stock has exceeded 150% of the Conversion Price is equal to or greater than U.S.$1.70 per share for at least 20 twenty (20) Trading Days out of the 30 in any thirty (30) consecutive Trading Days Day period, ending within five (5) Trading Days prior to the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (as defined below) the Securities shall automatically convert as provided herein (an “Automatic Conversion DateConversion”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securitiesprovided, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part onlyhowever, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by subject to Section 9.02 hereof. In the Depositary in accordance with the applicable standing procedures event less than all of the Depositary’s book-entry conversion programOutstanding Securities can be automatically converted due to the beneficial ownership limitations of a Holder under Section 9.02, and in connection with the maximum amount of Outstanding Securities as to such Holder shall be so converted pursuant to the Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at Conversion. (b) At the request and expense of the Company, the TrusteeTrustee shall mail or cause to be mailed to each Holder of Outstanding Securities a notice (the “Automatic Conversion Notice”), upon ten Business Days’ such notice to be prepared by the Company, of an Automatic Conversion not more than thirty (30) days but not less than twenty (20) days prior to the date on which the Securities will be Automatically Converted (the “Automatic Conversion Date”). If the Company gives such notice, it shall also deliver a copy of the requested mailing (or upon such shorter notice period as may be reasonably acceptable Automatic Conversion Notice to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities Such mailing shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail andmail. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives itsuch notice. In any case, failure to give such notice by mail or any defect in the notice to the holder Holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such other Security. The Company shall also deliver a copy of each . (c) Each Automatic Conversion Notice given by it shall state: (1) the aggregate principal amount of Securities to be automatically converted, (2) the CUSIP, ISIN or similar number or numbers of the Securities being automatically converted, if applicable, (3) the Automatic Conversion Date, (4) the Make-Whole Payment, (5) the place or places where the Securities are to be surrendered for conversion, and (6) the Conversion Rate then in effect. (d) Prior to or contemporaneous with the mailing of an Automatic Conversion Notice to the Holders, the Company shall issue a press release containing the information contained in the Automatic Conversion Notice. (e) In the event of an Automatic Conversion, the Company shall issue and deliver a certificate or certificates for the number of Conversion Shares as promptly after the Automatic Conversion Date, as practicable in accordance with the provisions of this Article 9, but in no event later than the close of business on the fifth next succeeding Business Day following such Automatic Conversion Date. (f) All Securities subject to an Automatic Conversion shall be delivered to the Trustee or the Conversion Agent to be cancelled by or at the direction of the Trustee, which shall dispose of the same in accordance with Section 2.13. (g) If less than all the Securities are to be Automatically Converted, the particular Securities to be converted shall be selected by the Trustee at least five (5) New York Business Days prior to the date that the Automatic Conversion Notice is given from the Outstanding Securities by lot or such method as the Trustee may deem fair and appropriate. (h) Upon Automatic Conversion, interest on the Securities shall cease to accrue and, except as provided in Section 5.06, to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the Common Stock and cash, if any, to which they are entitled pursuant to this Section 9.13. (i) If any of the provisions of this Section 9.13 are inconsistent with applicable law at the time of such Automatic Conversion, such law shall govern. (j) Notwithstanding anything to the contrary, in the event that the Company shall effect Automatic Conversion pursuant to this Section 9.13, the Company shall procure any required stockholder approvals.

Automatic Conversion. The Company may elect to Series C Preferred will automatically convert (“Automatic Conversion”) upon the closing of an underwritten offering by the Company pursuant to which (1) the Company receives aggregate gross proceeds of at least Twenty Million United States Dollars (US$20,000,000) in consideration of the purchase of shares of Common Stock (the “Offering Securities”) or (2) (a) the Company receives aggregate gross proceeds of at least Fifteen Million United States Dollars (US$15,000,000) in consideration of the Offering Securities on or prior to maturity if the Daily Market Price of and (b) the Common Stock has exceeded 150% becomes listed on The Nasdaq Capital Market, the New York Stock Exchange, or the NYSE MKT (the earlier to occur of (1) or (2) above, the “Qualified Offering”). Upon the closing of the Qualified Offering, all of the shares of Series C Preferred owned by such Holder will convert into Common Stock, where (a) the Conversion Price for at least 20 Trading Days out shall be the lower of (x) the Conversion Price, as adjusted, and (y) the amount calculated by multiplying the per share price of the 30 consecutive Trading Days ending within five Trading Days prior Offering Securities by 0.80 and (b) the Holder shall receive for the Conversion Shares the same registration rights as are granted with respect to the date Offering Securities pursuant to the Qualified Offering. Upon the triggering of (Automatic Conversion, the “Notice Date”) the Company shall send written notice of automatic conversion (the “Automatic Conversion Notice”)) to each holder of record of Series C Preferred specifying the date (the “Effective Date”) upon which such conversion is to become effective (which Effective Date shall not be more than ten (10) days after the event which causes such automatic conversion) and calling upon each Holder to surrender to the Company, in the manner and at the place designed in the Automatic Conversion Notice, the certificate or certificates representing the number of shares of Series C Preferred held by such Holder at such time. In order to effect the event of an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the Holder will execute and deliver, as a condition to the Company’s issuance and delivery of the shares underlying the Automatic Conversion, a lock-up agreement covering a period of 90 days beginning on the effective date of the registration statement in connection with the Qualified Offering (the “Lock-up Period”), in form and substance reasonably required by the Company and/or the underwriter for the Qualified Offering; and (ii) during the period beginning on which the Securities identified date of the Automatic Conversion and ending on the last day of the Lock-up Period, the Holder shall have the right, but not the obligation, to “put” all of the shares underlying the Automatic Conversion to the Company for redemption in cash, in the amount equal to the Investment Amount, payable within 5 days of the Company’s receipt of written notice indicating such election by the Holder. On or after the Effective Date, each Holder shall surrender to the Company the certificate or certificates representing the Series C Preferred owned by such Holder as of the Effective Date in the manner and place set forth in the Automatic Conversion Notice will be converted (and thereupon the “Automatic Conversion Date”); (ii) Company shall, as soon as practicable thereafter, issue and deliver to the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange holders of the Series C Preferred certificate(s) for the number of shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and issuable in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trusteeautomatic conversion.

Automatic Conversion. The Company may elect (a) Subject to automatically convert (“Automatic Conversion”) the Securities Section 9.15, if at any time on or prior to maturity if Stated Maturity, the Daily Market Closing Price of the Common Stock has exceeded 150% two hundred percent (200%) of the Conversion Price then in effect for at least 20 Trading Days out of the 30 thirty (30) consecutive Trading Days ending within five Days, all Securities then Outstanding shall automatically convert as provided herein (an “Automatic Conversion”); provided, however, that such Automatic Conversion shall be subject to Section 9.02 and Section 9.15 hereof. Such Securities shall be converted as soon as practicable, but in no event later than the third Business Day following the Trading Days prior to Day upon which this Automatic Conversion requirement is triggered (the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversionsuch conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (the “Automatic Conversion Date”);. (iib) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the The shares of Common Stock that the Holders shall receive upon Automatic Conversion shall include any shares of Common Stock required to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice delivered in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary Make-Whole Premium in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at Section 9.05 hereof. (c) At the request and expense of the Company, the TrusteeCompany shall mail or cause to be mailed to each Holder notice (the “Automatic Conversion Notice”) of an Automatic Conversion as soon as practicable and no later than the first Business Day following Automatic Conversion. If the Company gives such notice, upon ten Business Days’ notice prior to the date it shall also deliver a copy of the requested mailing (or upon such shorter notice period as may be reasonably acceptable Automatic Conversion Notice to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities Such mailing shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail andmail. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives itsuch notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such other Security. The Company shall also deliver a copy of each . (d) Each Automatic Conversion Notice given by it shall state: (1) the aggregate principal amount of Securities to be automatically converted, (2) the CUSIP, ISIN or similar number or numbers of the Securities being automatically converted, (3) the Automatic Conversion Date, (4) that on and after said date Interest thereon will cease to accrue, (5) the number of shares of Common Stock, if any, to be delivered in respect of a Make-Whole Premium pursuant Section 9.05 hereof, (6) the place or places where the Securities are to be surrendered for conversion, and (7) the Conversion Price then in effect. (e) Prior to or contemporaneous with the mailing of an Automatic Conversion Notice to the Holders, the Company shall issue a press release containing the information contained in the Automatic Conversion Notice. (f) In the event of an Automatic Conversion, the Company shall issue and deliver a certificate or certificates for the number of Conversion Shares and any shares of Common Stock required to be delivered in respect of a Make-Whole Premium for delivery to the Holders as promptly after the Automatic Conversion Date as practicable in accordance with the provisions of this Article 9, but in no event later than the close of business on the third next succeeding Business Day following such Automatic Conversion Date. (g) All Securities subject to an Automatic Conversion shall be delivered to the Trustee or its agent to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9 of the Original Indenture. (h) Upon Automatic Conversion, Interest on the Securities shall cease to accrue and shall cease to be entitled to any benefit or security hereunder, and the holders thereof shall have no right in respect of such Securities except the right to receive the Common Stock and cash, if any, to which they are entitled pursuant to this Section 9.14. (i) If any of the provisions of this Section 9.14 are inconsistent with applicable law at the time of such Automatic Conversion, such law shall govern.

Automatic Conversion. The Company may elect (a) Subject to automatically convert (“Automatic Conversion”) the Securities Section 9.15, if at any time on or prior to maturity if Stated Maturity, the Daily Market Closing Price of the Common Stock has exceeded 150% two hundred percent (200%) of the Conversion Price then in effect for at least 20 Trading Days out of the 30 thirty (30) consecutive Trading Days ending within five Days, all Securities then Outstanding shall automatically convert as provided herein (an “Automatic Conversion”); provided, however, that such Automatic Conversion shall be subject to Section 9.02 and Section 9.15 hereof. Such Securities shall be converted as soon as practicable, but in no event later than the third Business Day following the Trading Days prior to Day upon which this Automatic Conversion requirement is triggered (the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversionsuch conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (the “Automatic Conversion Date”);. (iib) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the The shares of Common Stock that the Holders shall receive upon Automatic Conversion shall include any shares of Common Stock required to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice delivered in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary Make-Whole Premium in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at Section 9.05 hereof. (c) At the request and expense of the Company, the TrusteeTrustee shall mail or cause to be mailed to each Holder notice (the “Automatic Conversion Notice”) of an Automatic Conversion as soon as practicable and no later than the first Business Day following Automatic Conversion. If the Company gives such notice, upon ten Business Days’ notice prior to the date it shall also deliver a copy of the requested mailing (or upon such shorter notice period as may be reasonably acceptable Automatic Conversion Notice to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities Such mailing shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail andmail. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives itsuch notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such other Security. The Company shall also deliver a copy of each . (d) Each Automatic Conversion Notice given by it shall state: (1) the aggregate principal amount of Securities to be automatically converted, (2) the CUSIP, ISIN or similar number or numbers of the Securities being automatically converted, (3) the Automatic Conversion Date, (4) that on and after said date Interest thereon will cease to accrue, (5) the number of shares of Common Stock, if any, to be delivered in respect of a Make-Whole Premium pursuant Section 9.05 hereof, (6) the place or places where the Securities are to be surrendered for conversion, and (7) the Conversion Price then in effect. (e) Prior to or contemporaneous with the mailing of an Automatic Conversion Notice to the Holders, the Company shall issue a press release containing the information contained in the Automatic Conversion Notice. (f) In the event of an Automatic Conversion, the Company shall issue and deliver a certificate or certificates for the number of Conversion Shares and any shares of Common Stock required to be delivered in respect of a Make-Whole Premium for delivery to the Holders as promptly after the Automatic Conversion Date as practicable in accordance with the provisions of this Article 9, but in no event later than the close of business on the third next succeeding Business Day following such Automatic Conversion Date. (g) All Securities subject to an Automatic Conversion shall be delivered to the Trustee or its agent to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9 of the Original Indenture. (h) Upon Automatic Conversion, Interest on the Securities shall cease to accrue and shall cease to be entitled to any benefit or security hereunder, and the holders thereof shall have no right in respect of such Securities except the right to receive the Common Stock and cash, if any, to which they are entitled pursuant to this Section 9.14. (i) If any of the provisions of this Section 9.14 are inconsistent with applicable law at the time of such Automatic Conversion, such law shall govern.

Automatic Conversion. The Company may elect to automatically convert (“Automatic Conversion”a) the Securities If at any time after February [ ], 2010 and on or prior to maturity if Maturity, the Daily Market Closing Price of the Common Stock has exceeded 150% of the Conversion Price is equal to or greater than U.S.$1.72 per share for at least 20 twenty (20) Trading Days out of the 30 in any thirty (30) consecutive Trading Days Day period, ending within five (5) Trading Days prior to the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (as defined below) the Securities shall automatically convert as provided herein (an “Automatic Conversion DateConversion”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securitiesprovided, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part onlyhowever, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by subject to Section 9.02 hereof. In the Depositary in accordance with the applicable standing procedures event less than all of the Depositary’s book-entry conversion programOutstanding Securities can be automatically converted due to the beneficial ownership limitations of a Holder under Section 9.02, and in connection with the maximum amount of Outstanding Securities as to such Holder shall be so converted pursuant to the Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at Conversion. (b) At the request and expense of the Company, the TrusteeTrustee shall mail or cause to be mailed to each Holder of Outstanding Securities a notice (the “Automatic Conversion Notice”), upon ten Business Days’ such notice to be prepared by the Company, of an Automatic Conversion not more than thirty (30) days but not less than twenty (20) days prior to the date on which the Securities will be Automatically Converted (the “Automatic Conversion Date”). If the Company gives such notice, it shall also deliver a copy of the requested mailing (or upon such shorter notice period as may be reasonably acceptable Automatic Conversion Notice to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities Such mailing shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail andmail. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives itsuch notice. In any case, failure to give such notice by mail or any defect in the notice to the holder Holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such other Security. The Company shall also deliver a copy of each . (c) Each Automatic Conversion Notice given by it shall state: (1) the aggregate principal amount of Securities to be automatically converted, (2) the CUSIP, ISIN or similar number or numbers of the Securities being automatically converted, if applicable, (3) the Automatic Conversion Date, (4) the Make-Whole Payment, (5) the place or places where the Securities are to be surrendered for conversion, and (6) the Conversion Rate then in effect. (d) Prior to or contemporaneous with the mailing of an Automatic Conversion Notice to the Holders, the Company shall issue a press release containing the information contained in the Automatic Conversion Notice. (e) In the event of an Automatic Conversion, the Company shall issue and deliver a certificate or certificates for the number of Conversion Shares as promptly after the Automatic Conversion Date, as practicable in accordance with the provisions of this Article 9, but in no event later than the close of business on the fifth next succeeding Business Day following such Automatic Conversion Date. (f) All Securities subject to an Automatic Conversion shall be delivered to the Trustee or the Conversion Agent to be cancelled by or at the direction of the Trustee, which shall dispose of the same in accordance with Section 2.13. (g) If less than all the Securities are to be Automatically Converted, the particular Securities to be converted shall be selected by the Trustee at least five (5) New York Business Days prior to the date that the Automatic Conversion Notice is given from the Outstanding Securities by lot or such method as the Trustee may deem fair and appropriate. (h) Upon Automatic Conversion, interest on the Securities shall cease to accrue and, except as provided in Section 5.06, to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the Common Stock and cash, if any, to which they are entitled pursuant to this Section 9.13. (i) If any of the provisions of this Section 9.13 are inconsistent with applicable law at the time of such Automatic Conversion, such law shall govern. (j) Notwithstanding anything to the contrary, in the event that the Company shall effect Automatic Conversion pursuant to this Section 9.13, the Company shall procure any required stockholder approvals.

Automatic Conversion. (a) Neither this Note nor any portion of this Note shall be converted into shares of Common Stock at any time unless and until a Forced Conversion Event shall have occurred. All of the principal amount of this Note and any accrued and unpaid interest due hereon shall automatically and without any action on the part of the Holder convert into fully paid and nonassessable shares of Common Stock on the Trading Day immediately following the occurrence of a Forced Conversion Event (the "Automatic Conversion Date"). On the Automatic Conversion Date, this Note and all interest accrued thereon shall automatically and with no action on the part of the Holder convert into such number of fully paid and nonassessable shares of Common Stock as is obtained by: (i) adding (A) the principal amount of this Note and (B) the amount of any accrued but unpaid interest on this Note and (ii) dividing the result obtained pursuant to clause (i) above by the Conversion Price then in effect (such shares, the "Conversion Shares"). The Company shall provide prompt written notice of the Automatic Conversion Date to the Holder. (b) Promptly after the Automatic Conversion Date, the Holder of this Note shall deliver this Note to the Company (or, in lieu thereof, an appropriate lost security affidavit in the event this Note shall have been lost or destroyed, together with a customary indemnity agreement) to the Company at its principal office (or such other office or agency of the Company as the Company may elect designate by notice in writing to automatically convert the Holder), together with a statement of the name or names (“with address) in which the certificate or certificates for the Conversion Shares issuable upon such conversion shall be issued. Promptly following the surrender of this Note (or, in lieu thereof, delivery of an appropriate lost security affidavit in the event this Note shall have been lost or destroyed, together with a customary indemnity agreement) as aforesaid, but in no event more than three (3) Business Days thereafter, the Company shall issue and deliver, or cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct in writing, a certificate or certificates for the number of whole Conversion Shares issuable upon the conversion of this Note. To the extent permitted by law, such conversion shall be deemed to have been effected, and the Conversion Price shall be determined, as of the close of business on the Automatic Conversion”Conversion Date, and at such time, the rights of the Holder shall cease with respect to the Note being converted, and the Person or Persons in whose name or names any certificate or certificates for Conversion Shares shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the Conversion Shares represented thereby. (c) No fractional shares shall be issued upon any conversion of this Note into Common Stock. If any fractional share of Common Stock would, except for the Securities on or prior provisions of the first sentence of this Section 4(c), be delivered upon such conversion, the Company, in lieu of delivering such fractional share, shall pay to maturity if the Daily Holder an amount in cash equal to the Market Price of such fractional share of Common Stock. (d) If the Company shall, at any time or from time to time while this Note is outstanding, pay a dividend or make a distribution on its Common Stock has exceeded 150% in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (the “Notice Date”ii) the notice number of automatic Conversion Shares issuable upon conversion of this Note shall be adjusted by multiplying the number of Conversion Shares issuable upon conversion of this Note immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Conversion Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Conversion Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur. (e) If any capital reorganization, reclassification of the “Automatic capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company's assets to another Person shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Conversion Notice”)Shares immediately theretofore issuable upon conversion of this Note such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Conversion Shares equal to the number of Conversion Shares immediately theretofore issuable upon conversion of this Note, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Conversion Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the conversion hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, without regard to any conversion limitation specified in Section 4, and the other obligations under this Note. The provisions of this paragraph (e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (f) In order to effect an Automatic Conversion, case the Company shall give fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 4(d)), or subscription rights or warrants, the Conversion Price to be in effect after such payment date shall be determined by multiplying the Conversion Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Board in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price immediately prior to such payment date. Such adjustment shall be made successively whenever such a payment date is fixed. (g) An adjustment to the holder Conversion Price shall become effective immediately after the payment date in the case of each Security dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (h) In the event that, as a result of an adjustment made pursuant to this Section 4, the Holder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon conversion of this Note shall be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state:subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained in this Note. (i) Except as provided in Section 4(j) hereof, if and whenever the date on which Company shall issue or sell, or is, in accordance with any of Sections 4(i)(i) through 4(i)(vii) hereof, deemed to have issued or sold, any Additional Shares of Common Stock (as defined below) for no consideration or for a consideration per share less than the Securities identified Conversion Price in effect immediately prior to the Automatic Conversion Notice will be converted time of such issuance or sale, then and in each such case (the “Automatic Conversion Date”); (iia "Trigger Issuance") the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to then-existing Conversion Price, shall be surrendered for exchange reduced, as of the close of business on the effective date of the Trigger Issuance, to a price determined as follows: Adjusted Conversion Price = (A x B) + D ----------- A+C where "A" equals the number of shares of Common Stock outstanding, including Additional Shares of Common Stock (as defined below) deemed to be issued upon conversion thereofhereunder, immediately preceding such Trigger Issuance; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trustee.

Automatic Conversion. The Company may elect to automatically convert (“Automatic Conversion”) the Securities on or prior to maturity if the Daily Market Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior Subject to the date of (the “Notice Date”) the notice of automatic limitations on conversion (the “Automatic Conversion Notice”set forth in Article II.A.(2). In order to effect an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: long as (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (the “Automatic Conversion Date”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange all of the shares of Common Stock issuable upon conversion of or otherwise pursuant to all of the then outstanding Notes are then (x) authorized and reserved for issuance, (y) registered for re-sale under the Securities Act by the holders of the Notes (or may otherwise be resold publicly without restriction) and (z) eligible to be issued upon conversion thereof; traded on Nasdaq, the NYSE or the AMEX and (ivii) there is not then a continuing Mandatory Redemption Event or Trading Market Redemption Event, the lowest Daily Market Price entire principal amount of the Notes then outstanding (together with any accrued and unpaid interest thereon, Conversion Default Payments, Delivery Default Payments and all other amounts due and payable by the Corporation pursuant to Section 2(c) of the Registration Rights Agreement) outstanding on the Automatic Conversion Date, automatically shall be converted into shares of Common Stock on such date at the then effective Conversion Price in accordance with, and subject to, the provisions of Article II hereof (the "AUTOMATIC CONVERSION"). The Automatic Conversion Date shall be delayed by one Trading Day for at least 20 each Trading Days out of the 30 consecutive Trading Days ending within five Trading Days Day occurring prior thereto and prior to the giving full conversion of the Automatic Conversion Notice; and Notes that (vi) the Conversion Price at which such Automatic Conversion is any Registration Statement required to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 filed and shall identify the Securities to be converted. In case any Security effective pursuant to the Registration Rights Agreement is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion not effective or sales of all of the principal amount thereof to Registrable Securities otherwise cannot be converted and shall state that on and after made thereunder during the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion Registration Period (whether by reason of the Security evidenced by Corporation's failure to properly supplement or amend the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary prospectus included therein in accordance with the applicable standing procedures terms of the Depositary’s book-entry conversion programRegistration Rights Agreement or otherwise), and (ii) any Mandatory Redemption Event or Trading Market Redemption Event exists, without regard to whether any cure periods shall have run or (iii) the Corporation is in connection with such breach of any of its obligations pursuant to Section 4(h) of the Purchase Agreement. The Automatic Conversion Date shall be the Depositary shall arrange in accordance with such procedures Conversion Date for appropriate endorsements purposes of determining the Conversion Price and transfer documents, if required by the Company or time within which certificates representing the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior Common Stock must be delivered to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trusteeholder.

Automatic Conversion. The Company Each share of Series A Convertible Preferred Stock shall automatically, and without any further action on the part of the holder thereof, convert into 50 shares of Common Stock (as it may elect to automatically convert (be adjusted in accordance with Section 7(b), the “Automatic ConversionConversion Ratio”) immediately following the Securities on or prior to maturity if the Daily Market Price satisfaction of all of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: following conditions: (i) the date on which approval of the Securities identified in Sixth Amended and Restated Certificate of Incorporation of the Automatic Conversion Notice will be converted Corporation (the “Automatic Conversion DateNew Charter”) by the stockholders of the Corporation (the “Stockholder Approval”); , which shall increase the total authorized shares of Common Stock to 450,000,000 (the “Authorized Share Increase”), (ii) the CUSIP number or numbers adoption of such Securities; the New Charter by the Board and (iii) the place or places where such Securities in certificated form are to be surrendered for exchange filing and acceptance of the New Charter with and by the Secretary of State of the State of Delaware, which shall be filed the same day as the date of Stockholder Approval (the “Conversion”). The Corporation shall within one (1) business day of Stockholder Approval (i) inform each holder of Series A Convertible Preferred Stock of the occurrence of the Stockholder Approval and (ii) confirm to each holder of Series A Convertible Preferred Stock the effective date of the Conversion. The shares of Common Stock to be issued upon conversion thereof; Conversion (ivthe “Conversion Shares”) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary issued as follows: (a) Series A Convertible Preferred Stock that is registered in accordance with the applicable standing procedures of the Depositary’s book-entry conversion programform shall be automatically cancelled on the date of Conversion and converted into the corresponding Conversion Shares, which shares shall be issued in book-entry form and without any action on the part of the holders thereof and shall be delivered to the holders thereof within two (2) business days of the effectiveness of the Conversion; (b) Series A Convertible Preferred Stock that is issued in certificated form shall be deemed converted into the corresponding Conversion Shares on the date of Conversion and the holder’s rights as a holder of such shares of Series A Convertible Preferred Stock shall cease and terminate on such date, excepting only the right to receive the Conversion Shares within two (2) business Days of the effectiveness of the Conversion. The holder of Series A Convertible Preferred Stock shall surrender any stock certificate to the Corporation for cancellation within three (3) business days of the date the Conversion. Notwithstanding the cancellation of the Series A Convertible Preferred Stock upon Conversion, holders of Series A Convertible Preferred Stock shall continue to have any remedies provided herein or otherwise available at law or in equity to such holder because of a failure by the Corporation to comply with the terms of this Certificate of Designations, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Companyall cases, the Trustee, upon ten Business Days’ notice prior to holder shall retain all of its rights and remedies for the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, Corporation’s failure to give such notice or any defect in convert the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the TrusteeSeries A Convertible Preferred Stock pursuant hereto.

Automatic Conversion. The Company may elect to automatically convert (“Automatic Conversion”) the Securities on or prior to maturity if the Daily Market Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (the “Automatic Conversion Date”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof;; and (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. and If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security Securities evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required pursuant hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trustee.

Automatic Conversion. The Company may elect to automatically convert (“"Automatic Conversion”") the Securities on or prior to maturity if the Daily Market Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the date of (the “"Notice Date”") the notice of automatic conversion (the “"Automatic Conversion Notice”"). In order to effect an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (the “"Automatic Conversion Date”"); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s 's book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, Trustee upon ten Business Days’ ' notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) ), shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trustee.

Automatic Conversion. (a) The Company may elect to automatically convert the Securities (an “Automatic Conversion”) the Securities on or at any time prior to maturity if the Daily Market Last Reported Sale Price of the Common Stock has exceeded been at least 150% of the Conversion Price conversion price for at least 20 Trading Days out of the 30 consecutive Trading Days twenty (20) trading days during any thirty (30) trading day period, ending within five Trading Days days prior to the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (as defined below); provided, however, that, the Company may only automatically convert the Securities if, (i) in accordance with the terms of the Resale Registration Rights Agreement, a registration statement registering the resale of such Securities as are Restricted Securities and Common Stock issuable upon conversion of the Restricted Securities is declared effective under the Securities Act prior to the date of the Automatic Conversion Notice and such registration statement remains effective on the date selected for Automatic Conversion (the “Automatic Conversion Date”); ) or the Securities are otherwise not Restricted Securities on the Automatic Conversion Date; (ii) the CUSIP number shares of Common Stock to be issued shall have been listed or numbers approved for listing on a national securities exchange or The Nasdaq National Market, prior to the delivery of such Securities; the Automatic Conversion Notice; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange issuance of the shares of Common Stock to be issued upon conversion thereof; does not require approval of the Company’s stockholders; and (iv) the lowest Daily Market Price of Company is not prevented from making the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of Company Conversion Provisional Payment (as defined below) on the Automatic Conversion Notice; and (v) Date as a result of the Conversion Price at which such Automatic Conversion is to be effectedprovisions of Section 11.02. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all automatically convert the Securities, Securities and the Securities are Restricted Securities on the Automatic Conversion Notice relating Date, the Company covenants that it shall not suspend the effectiveness of the registration statement referred to such Automatic Conversion shall reference this in clause (i) of the preceding sentence pursuant to Section 5.15 and shall identify 4(b) of the Securities to be converted. In case any Security is to be converted in part only, Resale Registration Rights Agreement for thirty (30) days following the Automatic Conversion Notice relating thereto Date. Subject to Article Eleven, if the Automatic Conversion Date is prior to December 20, 2008, the Company shall state make an additional payment to each holder of Securities with respect to the Securities converted, in an amount equal to $240.00 per each one thousand dollars ($1,000) principal amount of the Security (the “Company Conversion Provisional Payment”), less the amount of any interest actually paid on the portion of the principal amount thereof of the Security to be converted prior to the Automatic Conversion Date (and, if the Security is converted between a record date and shall state that the next Interest Payment Date, less interest payable on and after the date fixed for conversion, upon surrender of such Security, a new Securities in each one thousand dollars ($1,000) principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to on such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereundernext Interest Payment Date). The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as Conversion Provisional Payment may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion paid in whole or in part shall not affect in cash and/or through the validity issuance of Common Stock at the election of the proceedings Company as provided in Section 10.21. (b) Unless the Company shall have theretofore called for redemption all of the outstanding Securities, the Company shall give to all Holders notice (the “Automatic Conversion Notice”) of the Automatic Conversion of any such Securitynot more than thirty (30) days but not less than twenty (20) days prior to the Automatic Conversion Date. The Company shall also deliver a copy of each such Automatic Conversion Notice given by it to the TrusteeTrustee and the Conversion Agent. At the Company’s request, the Paying Agent shall give the Automatic Conversion Notice in the Company’s name and at the Company’s expense; provided, however, that the Company makes such request at least three Business Days (unless a shorter period shall be satisfactory to the Paying Agent or the Conversion Agent) prior to the date by which such Automatic Conversion Notice must be given to the Holder in accordance with this Section 10.02(b); provided, further, that the text of the Automatic Conversion Notice shall be prepared by the Company. (c) Each Automatic Conversion Notice shall state: (1) the Automatic Conversion Date, (2) the place or places where such Securities are to be surrendered for conversion, (3) the Conversion Price then in effect, (4) the CUSIP number(s) of the Securities to be automatically converted, (5) the amount of the Company Conversion Provisional Payment, if any, (6) whether the Company elects to pay the Company Conversion Provisional Payment, if any, in cash, in shares of Common Stock or a combination thereof, specifying the percentage or amount of each, (7) if the Company elects to pay any portion of the Company Conversion Provisional Payment, if any, in shares of Common Stock, the calculation of the Market Price of the Common Stock, and (8) the Additional Shares, if any, to be issued pursuant to Section 10.20.

Automatic Conversion. The Company may elect (a) Subject to automatically convert (“Automatic Conversion”) the Securities Section 9.15, if at any time on or after June 14, 2013 and on or prior to maturity if Stated Maturity, the Daily Market Closing Price of the Common Stock has exceeded 150% two hundred percent (200%) of the Conversion Price then in effect for at least 20 thirty (30) consecutive Trading Days out Days, then, at the option of the 30 consecutive Company exercised by notice to the Trustee, all Securities then Outstanding shall automatically convert as provided herein (an “Automatic Conversion”); provided, however, that such Automatic Conversion shall be subject to Section 9.02 and Section 9.15 hereof. Such Securities shall be converted as soon as practicable, but in no event later than the third Business Day following the Trading Days ending within five Trading Days prior to Day upon which this Automatic Conversion requirement is triggered (the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversionsuch conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (the “Automatic Conversion Date”);. (iib) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the The shares of Common Stock that the Holders shall receive upon Automatic Conversion shall include any shares of Common Stock required to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice delivered in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary Make-Whole Premium in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at Section 9.05 hereof. (c) At the request and expense of the Company, the TrusteeCompany shall mail or cause to be mailed to each Holder notice (the “Automatic Conversion Notice”) of an Automatic Conversion as soon as practicable and no later than the first Business Day following Automatic Conversion. If the Company gives such notice, upon ten Business Days’ notice prior to the date it shall also deliver a copy of the requested mailing (or upon such shorter notice period as may be reasonably acceptable Automatic Conversion Notice to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities Such mailing shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail andmail. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives itsuch notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such other Security. The Company shall also deliver a copy of each . (d) Each Automatic Conversion Notice given by it shall state: (1) the aggregate principal amount of Securities to be automatically converted, (2) the CUSIP, ISIN or similar number or numbers of the Securities being automatically converted, (3) the Automatic Conversion Date, (4) that on and after said date Interest thereon will cease to accrue, (5) the number of shares of Common Stock, if any, to be delivered in respect of a Make-Whole Premium pursuant Section 9.05 hereof, (6) the place or places where the Securities are to be surrendered for conversion, and (7) the Conversion Price then in effect. (e) Prior to or contemporaneous with the mailing of an Automatic Conversion Notice to the Holders, the Company shall issue a press release containing the information contained in the Automatic Conversion Notice. (f) In the event of an Automatic Conversion, the Company shall issue and deliver a certificate or certificates for the number of Conversion Shares and any shares of Common Stock required to be delivered in respect of a Make-Whole Premium for delivery to the Holders as promptly after the Automatic Conversion Date as practicable in accordance with the provisions of this Article 9, but in no event later than the close of business on the third next succeeding Business Day following such Automatic Conversion Date. (g) All Securities subject to an Automatic Conversion shall be delivered to the Trustee or its agent to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9 of the Original Indenture. (h) Upon Automatic Conversion, Interest on the Securities shall cease to accrue and shall cease to be entitled to any benefit or security hereunder, and the holders thereof shall have no right in respect of such Securities except the right to receive the Common Stock and cash, if any, to which they are entitled pursuant to this Section 9.14. (i) If any of the provisions of this Section 9.14 are inconsistent with applicable law at the time of such Automatic Conversion, such law shall govern.

Automatic Conversion. The Company may elect Upon, and subject to automatically convert the consummation of, a Subsequent Financing, an amount of this Note equal to fifty percent (“Automatic Conversion”50%) the Securities on or prior to maturity if the Daily Market Price of the outstanding principal amount of this Note as of the Original Issue Date shall be automatically converted into shares of Common Stock Stock; provided, that if a portion of this Note has exceeded 150previously been converted (voluntarily or otherwise), the principal amount of this Note to be automatically converted pursuant to this Section 4(b) shall be reduced by the aggregate principal amount of this Note converted in such previous conversion(s); and provided, further, that the principal amount of this Note to be automatically converted pursuant to this Section 4(b) shall be further reduced such that immediately after such conversion, the Holder and its affiliates would not in the aggregate beneficially own more than 9.9% of the Conversion Price for at least 20 Trading Days out Company's outstanding shares of the 30 consecutive Trading Days ending within five Trading Days prior Common Stock, giving effect to such conversion. Prior to the date issuance of (any Conversion Shares to the “Notice Date”) the notice of Holder pursuant to an automatic conversion (the “Automatic Conversion Notice”under this Section 4(b). In order to effect an Automatic Conversion, the Company shall give to notify the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (the “Automatic Conversion Date”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange Holder by telephone and by facsimile of the number of shares of Common Stock to be issued upon conversion thereof; (iv) outstanding on such date and the lowest Daily Market Price number of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior Conversion Shares issuable to the giving of Holder pursuant to such automatic conversion, whereupon, notwithstanding anything to the Automatic Conversion Notice; and (v) contrary set forth in this Note, the Conversion Price at which such Automatic Conversion is to be effected. If Holder may require the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of reduce the principal amount thereof of this Note being automatically converted, to be converted the extent that such conversion would result in the Holder and shall state that on and after its affiliates, in the date fixed for conversionaggregate, upon surrender beneficially owning more than 9.9% of the Company's outstanding shares of Common Stock at the time of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where conversion by notifying the Company elects to effect an Automatic Conversion in respect by telephone or facsimile within one Trading Day of its receipt of the Company's notice as required by this sentence. All or any portion of such reduced principal amount of this Note that is not automatically converted at the Security evidenced by election of the Global SecurityHolder pursuant the immediately preceding sentence, may be converted at the beneficial interests sole discretion of the Company at any time, provided that such conversion will not result in the Global Security to be subject to such Automatic Conversion shall be selected by Holder and its affiliates, in the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion programaggregate, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense beneficially owning more than 9.9% of the Company's outstanding shares of Common Stock, the Trustee, upon ten Business Days’ notice prior giving effect to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trusteeconversion.

Automatic Conversion. The Company may elect to (A) At any time after December 9, 2012, each Series C Preferred Share then outstanding shall automatically convert be converted into Common Shares based on the then effective Series C Conversion Rate on the twentieth (“Automatic Conversion”20) consecutive trading day on which the Securities on or prior to maturity if the Daily Market Price of the Common Stock has exceeded 150Shares is greater than or equal to 135% of the then current Series C Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the date of (the such event, a “Notice Date”) the notice of automatic conversion (the “Series C Automatic Conversion NoticeEvent”). In order to effect an The Trust shall promptly notify the holders of Series C Preferred Shares in writing of the occurrence of a Series C Automatic ConversionConversion Event; provided, that, the Company Trust’s failure to provide such notice, or its failure to be received, shall give not alter or affect the automatic conversion of the Series C Preferred Shares occurring in connection therewith, except to the holder extent that the holders of each Security to be so converted an Series C Preferred Shares are prejudiced thereby. Upon a Series C Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (the “Automatic Conversion Date”); (ii) the CUSIP number Event, any declared but not yet payable Series C Participation Dividends or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior other cash dividends with respect to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion Series C Preferred Shares shall be selected by the Depositary paid in accordance with the applicable standing procedures provisions of Section 6.5(i)(iv). (B) Upon a Series C Automatic Conversion Event, the Depositary’s book-entry outstanding Series C Preferred Shares shall be converted automatically without any further action by the holders thereof or by the Trust and whether or not the certificates evidencing such Shares are surrendered to the Trust or its transfer agent; provided, that, the Trust shall not be obligated to issue certificates evidencing the Common Shares issuable upon such conversion programunless the certificates evidencing such Series C Preferred Shares are delivered to the Trust or its transfer agent as provided below, or the holder notifies the Trust or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Trust to indemnify the Trust from any loss incurred by it in connection with such certificates. Upon receipt of notice of the occurrence of a Series C Automatic Conversion Event, the Depositary holders of Series C Preferred Shares shall arrange promptly surrender the certificates evidencing such shares at the office of the Trust or any transfer agent for the Series C Preferred Shares. Thereupon, there shall be issued and delivered to such holder promptly at such office and in accordance its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of Common Shares to which such holder is entitled in connection with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Series C Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the TrusteeEvent.

Automatic Conversion. The Company may elect to Series G Preferred will automatically convert (“"Automatic Conversion”") upon the Securities on or prior closing of an underwritten offering (the "Qualified Offering") by the Company pursuant to maturity if which the Daily Market Price Company receives aggregate gross proceeds of at least Ten Million Dollars (US$10,000,000) in consideration of the purchase of shares of Common Stock has exceeded 150% (the "Offering Securities") and/or which results in the listing of the Company's common stock on the Nasdaq National Market, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE MKT. Upon the closing of the Qualified Offering the aggregate Series G Stated Value of all shares of Series G Preferred owned by such Holder will convert into Common Stock at the Conversion Price for at least 20 Trading Days out then in effect. Upon the triggering of the 30 consecutive Trading Days ending within five Trading Days prior to the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to send written notice (the holder of each Security to be so converted an "Automatic Conversion Notice. Such ") to each holder of record of Series G Preferred specifying the date (the "Effective Date") upon which such conversion is to become effective (which Effective Date shall not be more than thirty (30) days after the event which causes such automatic conversion) and to surrender to the Company, in the manner and at the place designed in the Automatic Conversion Notice shall state: Notice, the certificate or certificates, if applicable, representing the number of shares of Series G Preferred held by such Holder. In the event of an Automatic Conversion, (i) the Holder will execute and deliver, as a condition to the Company's issuance and delivery of the shares underlying the Automatic Conversion, a lock-up agreement covering a period of 365 days beginning on the date on which of the Securities identified Qualified Offering (the "Lock-up Period"), in form and substance reasonably required by the Company and/or the underwriter for the Qualified Offering. On or after the Effective Date, each holder of Series G Preferred shall surrender to the Company the certificate or certificates representing the Series G Preferred, if applicable, owned by such holder as of the Effective Date in the manner and place set forth in the Automatic Conversion Notice will be converted (and thereupon the “Automatic Conversion Date”); (ii) Company shall, as soon as practicable thereafter, issue and deliver to the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange holders of the Series G Preferred either cash or certificate(s) for the number of shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and issuable in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trustee.

Automatic Conversion. (i) Each CR Share shall automatically be converted into the appropriate number of fully-paid, non-assessable Class A Ordinary Shares at the then-effective and applicable Conversion Price upon the earlier of: (a) immediately prior to the consummation of a Qualified IPO, or (b) the written consents of Majority Series A Preferred Holders, provided that (i) the conversion of Series A-16 Preferred Shares into Class A Ordinary Shares under this Section 11.2 shall require the prior written approval of the holder(s) of a majority of the Series A-16 Preferred Shares, and (ii) the conversion of Series A-15 Preferred Shares into Class A Ordinary Shares under this Section 11.2 shall require the prior written approval of the holder(s) of a majority of the Series A-15 Preferred Shares. Any automatic conversion of CR Shares made pursuant to this Section 11.2 shall be effected automatically by the redemption of the requisite number of CR Shares at the applicable Original Purchase Price and the issuance of the appropriate number of Class A Ordinary Shares at the then-effective Conversion Price. (ii) In the event of an automatic conversion of the CR Shares pursuant to Section 11.2(i), all outstanding CR Shares shall be converted automatically without any further action by the CR Holders and whether or not the certificates representing such CR Shares are surrendered to the Company or its transfer agent in respect of such class or series of CR Shares. The Company may elect shall give notices to automatically convert (“Automatic Conversion”) the Securities on or prior to maturity if the Daily Market Price CR Holders of the Common Stock has exceeded 150% of the Conversion Price for an automatic conversion at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading twenty (20) Business Days prior to the date of (conversion and as soon as practicable following the “Notice Date”written consents required under Section 11.2(i) the notice of automatic conversion (the “Automatic Conversion Notice”)above. In order to effect an Automatic Conversion, the The Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (the “Automatic Conversion Date”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion issue certificates in respect of any portion Class A Ordinary Shares into which the CR Shares have been converted upon automatic conversion unless the certificates in respect of the Security evidenced by CR Shares so converted are either delivered to the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures registered office of the Depositary’s book-entry conversion programCompany or to the office of its transfer agent in respect of such CR Shares or the ▇▇ ▇▇▇▇▇▇ notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trusteecertificates.

Automatic Conversion. The Company may elect to automatically convert (“Automatic Conversion”) the Securities on or prior to maturity if the Daily Market Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior Subject to the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: limitations set forth in Paragraph C (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted of this Article IV and provided all Ordinary Shares issuable upon conversion of all outstanding shares of Series B Preferred Shares are then (the “Automatic Conversion Date”); i) authorized and reserved for issuance, (ii) registered under the CUSIP number or numbers Securities Act of 1933, as amended (the "SECURITIES ACT") for resale by the holders of such Securities; shares of Series B Preferred Shares and (iii) the place or places where such Securities in certificated form are eligible to be surrendered for exchange traded on either the Nasdaq, the New York Stock Exchange or the American Stock Exchange, each share of Series B Preferred Shares issued and outstanding on the second anniversary of the Preferred Issuance Date (the "AUTOMATIC CONVERSION DATE"), automatically shall be converted into shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which Ordinary Shares on such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures conversion formulas set forth in Paragraph A of this Article IV (the Depositary’s book-entry conversion program, and in connection with such "AUTOMATIC CONVERSION"). If the Automatic Conversion occurs, the Depositary Company and the holders of Series B Preferred Shares shall arrange follow the applicable conversion procedures set forth in accordance with such procedures for appropriate endorsements and transfer documentsParagraph B of this Article IV; PROVIDED, if HOWEVER, that the holders of Series B Preferred Shares are not required by to deliver a Notice of Conversion to the Company or its transfer agent. If the Trustee or conversion agentAutomatic Conversion does not occur, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic ConversionSeries B Preferred Shares shall thereafter have the option, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion exercisable in whole or in part shall not affect the validity at any time and from time to time by delivery of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Redemption Notice given by it to the TrusteeCompany, to require the Company to purchase for cash, at an amount per share equal to the Redemption Amount, the holder's Series B Preferred Shares. If the Company fails to redeem any of such shares within five (5) business days after the day on which the Company receives such Redemption Notice (the "REDEMPTION DATE"), then such holder shall be entitled to the remedies provided in Article VIII.

Automatic Conversion. The Company may elect to Conversion Amount shall automatically convert be converted into shares of Common Stock based on the then-effective applicable Conversion Price (an “Automatic Conversion”) on the Securities on or prior to maturity if fifth (5th) Trading Day immediately following the Daily Market Price of first Trading Day after the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted Issuance Date (the “Automatic Conversion Date”); ) on which (i) the Weighted Average Price of the Common Stock for each Trading Day during a consecutive twenty (20) Trading Day period (the “Automatic Conversion Measuring Period”) equals or exceeds $5.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the Subscription Date) and (ii) no Equity Conditions Failure has occurred. The Company shall deliver within two (2) Trading Days following the CUSIP number or numbers end of such Securities; Automatic Conversion Measuring Period a written notice thereof by facsimile or electronic mail and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (iiithe “Automatic Conversion Notice” and the date the Holder and all the holders of the Other Notes receive such notice is referred to as the “Automatic Conversion Notice Date”). The Automatic Conversion Notice shall (i) state (a) the place or places where such Securities in certificated form are to be surrendered for exchange Automatic Conversion Date, (b) the aggregate Conversion Amount of the Notes which shall be subject to Automatic Conversion from the Holder and all of the holders of the Other Notes pursuant to this Section 3(c)(v) (and analogous provisions under the Other Notes) and (c) the number of shares of Common Stock to be issued upon conversion thereof; to the Holder on the Automatic Conversion Date and (ivii) certify that there has been no Equity Conditions Failure on any day during the lowest Daily Market Price period beginning on the first day of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior Equity Conditions Measuring Period relating to the giving first date of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the SecuritiesMeasuring Period and ending on, and including, the Automatic Conversion Notice relating Date. This Note and all of the outstanding Other Notes shall be converted automatically on the Automatic Conversion Date without any further action by the Holder and the holders of such Other Notes and whether or not this Note or the Other Notes are surrendered to the Company or its Transfer Agent. Upon the occurrence of such Automatic Conversion of this Note and the Other Notes, including, without limitation, the delivery of the applicable Conversion Shares, this Note will be deemed converted in full on the Automatic Conversion Date, and the Holder and the holders of the Other Notes shall reference be deemed to have surrendered such Notes to the Company. Notwithstanding anything to the contrary in this Section 5.15 and shall identify 3(c)(v), until the Securities Automatic Conversion has occurred, the Conversion Amount subject to the Automatic Conversion may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Sections 3(c)(i). In case any Security is to be All Conversion Amounts converted in part only, by the Holder after the Automatic Conversion Notice relating thereto Date shall state reduce the portion Conversion Amount of the principal amount thereof this Note to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the TrusteeDate.

Automatic Conversion. The Company may elect to This Note shall automatically convert be converted into shares of Common Stock (an “Automatic Conversion”) upon (x) the Securities listing of Common Stock on or prior to maturity a Qualified Eligible Market, but only if no Equity Conditions Failure shall have occurred as of the Daily Market Price Uplisting Date and (y) in connection with, but not later than, the listing of the Common Stock has exceeded 150% on a Qualified Eligible Market, the consummation by the Company of a firm commitment underwritten public offering of Common Stock and/or Common Stock Equivalents of the Conversion Price for at least 20 Trading Days out of Company pursuant to an effective registration statement under the 30 consecutive Trading Days ending within five Trading Days prior Securities Act, that results in gross proceeds to the date Company of not less than $5,000,000; provided, that the Required Holders may waive the requirement set forth in this clause (the y) (a “Notice Date”) the notice of automatic conversion (the “Automatic Conversion NoticeQualified Public Offering”). In order The Automatic Conversion shall be effected pursuant to effect an Automatic Conversion, the Company shall give Section 3 using a Conversion Price that is equal to the holder lowest of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic then-effective applicable Conversion Notice will be converted (the “Automatic Conversion Date”); Price, (ii) 80% of the CUSIP number or numbers arithmetic average of such Securities; the VWAPs of the Common Stock during the three Trading Days immediately prior to the Uplisting Date and (iii) the place or places where such Securities issuance price of the Qualified Public Offering, if any (which, for the avoidance of doubt, if more than one security is issued to an investor in certificated form are connection therewith, will be deemed to be surrendered for exchange the “unit price”). This Note and all of the shares outstanding Other Notes shall be converted automatically on the Uplisting Date, which date, for the avoidance of Common Stock to doubt, shall be issued upon conversion thereof; (iv) deemed a Conversion Date for all purposes under this Note, without any further action by the lowest Daily Market Price Holder and the holders of the Common Stock for at least 20 Trading Days out of Other Notes and whether or not this Note or the 30 consecutive Trading Days ending within five Trading Days prior Other Notes are surrendered to the giving Company or its Transfer Agent. Upon the occurrence of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If of this Note and the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the SecuritiesOther Notes, including, without limitation, the Automatic delivery of the applicable Conversion Notice relating to such Automatic Conversion shall reference Shares, this Section 5.15 and shall identify the Securities to Note will be converted. In case any Security is to be deemed converted in part onlyfull on the Uplisting Date, and the Automatic Conversion Notice relating thereto shall state Holder and the portion holders of the principal amount thereof Other Notes shall be deemed to be converted and shall state that on and after the date fixed for conversion, upon surrender of have surrendered such Security, a new Securities in principal amount equal Notes to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trustee.

Automatic Conversion. The Company may elect to automatically convert (“Automatic Conversion”i) the Securities on or prior to maturity if the Daily Market Price Forty percent (40%) of the Common Stock has exceeded 150principal under the Notes shall be converted automatically into Conversion Shares at a 12.5% of discount to the then-applicable Conversion Price for (the "Discounted Conversion Price") upon the completion of a Qualified IPO (the "40% Conversion"); and (ii) The remaining principal under the Notes shall be converted automatically into Conversion Shares at least 20 Trading Days out the then applicable Conversion Price (the "Final Conversion") on the first date that is both (A) after the third anniversary of the 30 consecutive Trading Days ending within five Trading Days prior to the date of the Initial Closing and (the “Notice Date”B) the notice 30th consecutive trading day on a nationally recognized securities exchange or dealer quotation system from and after the consummation of automatic conversion an IPO by the Company on which the closing price of the Company's Common Stock is no less than $20.00 per share (the “Automatic Conversion Notice”subject to proportionate adjustments for dividends, stock splits, split-ups or other distributions on Common Stock). In order to effect an Automatic Conversion, the Company shall give Notwithstanding anything to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: contrary in this Note, if (i) the date on which 40% Conversion constitutes an issuance of "Additional Common Stock" under the Securities identified Company's Certificate of Designations of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock , as amended from time to time, (the "Certificate of Designations") requiring an adjustment to the Conversion Price (as defined in the Automatic Conversion Notice will be converted (Certificate of Designations) applicable to the “Automatic Conversion Date”); Company's Series C Preferred Stock, and (ii) such adjustment to the CUSIP number or numbers Series C Preferred Stock Conversion Price has not been waived by the requisite majority of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange holders of the shares Series C Preferred Stock, then, upon conversion of Series C Preferred Stock into Common Stock (the "Series C Preferred Conversion"), the Conversion Price applicable to the outstanding principal under this Note that was not subject to the 40% Conversion shall be issued upon conversion thereof; (iv) adjusted pursuant to the lowest Daily Market formula set forth in the definition of Conversion Price of in this Note as if the Common Stock for at least 20 Trading Days out of being issued upon the 30 consecutive Trading Days ending within five Trading Days 40% Conversion were issued immediately prior to the giving Series C Preferred Conversion as shares of Additional Stock at the Discounted Conversion Price. Upon the Final Conversion, this Note, without any further action of the Automatic Conversion Notice; and (v) parties, shall cease to be a payment obligation and shall represent only the right to represent the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the TrusteeShares.

Automatic Conversion. The Company may elect to automatically convert Immediately upon the closing of the earlier of (i)(A) a transaction in which the Corporation, directly or indirectly, merges or consolidates (including by becoming a 90% or more owned subsidiary) with another company that has its common stock approved for quotation on the OTC Bulletin Board maintained by the Financial Industry Regulatory Authority, Inc., any over the counter market maintained by OTC Markets Group Inc. (or any successor), NASDAQ, the NYSE AMEX, the NYSE or any other domestic national stock exchange (“Automatic ConversionPubco”) (such transaction, howsoever denominated, the “Reverse Merger”) and (B) Pubco immediately thereafter issues and sells shares of its capital stock and/or securities convertible, exercisable and/or exchangeable into or for shares of Pubco’s capital stock, or a combination thereof (collectively, “Pubco Securities”), and Pubco receives no less than $5.0 million of aggregate gross proceeds from the sale of such Pubco Securities on (the “Pubco Financing”), or prior to maturity if (ii) a Qualified IPO, the Daily Market Price outstanding shares of the Common Series A Preferred Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to and all accrued but unpaid dividends thereon through and including the date of conversion shall be automatically converted into either Pubco Securities on the same terms as are offered to investors in the Pubco Financing or the securities of the Corporation on the same terms as are offered to investors in the Qualified IPO (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion NoticeIPO Securities”). In order , as the case may be; provided, however, that notwithstanding anything to effect an Automatic Conversionthe contrary herein or elsewhere, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on price at which the Series A Preferred Stock shall convert into Pubco Securities identified in the Automatic Conversion Notice will be converted (the “Automatic Conversion Date”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the IPO Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ notice prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein providedapplicable, shall be conclusively presumed at a valuation calculated to have been givenbe the lesser of (a) $15 Million, whether post conversion or not (b) the holder receives it. In any caseprice of the IPO Stock or Pubco Securities, failure to give such notice or any defect as applicable, in the notice Pubco Financing or the Qualified IPO, as applicable. The securities issuable to the holder holders of any Security designated for Automatic Conversion in whole or in part shall not affect Series A Preferred Stock upon the validity conversion of the proceedings for Series A Preferred Stock are referred to herein as the Automatic “Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the TrusteeSecurities.”

Automatic Conversion. Upon the occurrence of a Class B Automatic Conversion Event, all the then issued and outstanding Class B Non-Voting Common Shares shall be converted automatically in accordance with Article 30.6 without any further action by the holders thereof and whether or not the certificates (if any) representing such shares are surrendered to the Company or its transfer agent. The Company may elect to automatically convert (“Automatic Conversion”) the Securities on or prior to maturity if the Daily Market Price shall provide all holders of the Class B Non-Voting Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to Shares written notice as promptly as practicable following (a) the date of a Class B Automatic Conversion Event informing the holders of the occurrence of a Class B Automatic Conversion Event or (the “Notice Date”b) the notice final date of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, Earnout Period that a Class B Earnout Trigger Event was not satisfied as of the Company shall give to end of the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) Earnout Period and that the date on which the Securities identified in the Automatic Conversion Notice Class B Non-Voting Common Shares will be converted (the “Automatic Conversion Date”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities redeemed in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issuedaccordance with these Articles. In the case where the Company elects to effect an of a Class B Automatic Conversion in respect Event (a) relating to the satisfaction of any portion a Class B Earnout Trigger Event, the automatic conversion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion applicable Class B Non-Voting Common Shares shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with such Automatic Conversion the Depositary shall arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the Company or the Trustee or conversion agent, and payment of any transfer taxes if required hereunder. The Company or, deemed to have occurred at the request and expense close of the Company, the Trustee, upon ten Business Days’ notice prior to business on the date of the requested mailing Class B Earnout Trigger Event or (or upon such shorter notice period as may b) relating to a Change of Control, the automatic conversion of the applicable Class B Non-Voting Common Shares shall be reasonably acceptable deemed to have occurred immediately prior to the Trustee) shall give to each holder consummation of Securities to be converted in an Automatic Conversionsuch Change of Control (as applicable, at its last address as the same shall appear on the Registrar, an “Class B Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such SecurityTime”). The Company shall also deliver a copy not be obligated to issue certificates evidencing the Common Shares issuable upon any automatic conversion (to the extent the Common Shares are certificated) unless the certificates evidencing such Class B Non-Voting Common Shares being converted, if any, are either delivered to the Company at the registered office of each Automatic Conversion Notice given the Company or to its transfer agent, or the holder notifies the Company or its transfer agent, that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company (and its transfer agent, if applicable) from any loss incurred by it to the Trusteein connection therewith.

Automatic Conversion. (a) The Company may elect to automatically convert some or all of the Securities (an “Automatic Conversion”) the Securities at any time on or prior to maturity Stated Maturity if the Daily Market Price closing price of the Common Stock has exceeded 150% of the Conversion Price (referred to as the ‘‘Auto-Conversion Price’’) for at least 20 Trading Days out of the 30 during any consecutive 30-day Trading Days Day period ending within five Trading Days prior to the date of (the “Notice Date”) the notice of automatic conversion (the “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the holder of each Security to be so converted an Automatic Conversion Notice. Such Automatic Conversion Notice shall state: (i) the date on which the Securities identified in the Automatic Conversion Notice will be converted (as defined below); provided however, that until March 8, 2009, the Company may elect Automatic Conversion of the Securities only if, in accordance with the Registration Rights Agreement, a registration statement with respect to the resale of the Common Stock issuable upon conversion has been declared effective under the Securities Act prior to the date of the Notice of such Automatic Conversion and such registration statement remains effective on the date of Automatic Conversion (the “Automatic Conversion Date”); (ii) the CUSIP number or numbers of such Securities; (iii) the place or places where such Securities in certificated form are to be surrendered for exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of . Upon the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If Date, and without any requirement of further action by the Company elects to effect an Automatic Conversion Notice in respect of fewer than all or the SecuritiesHolders, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary converted into Common Stock in accordance with Sections 6.03 and 6.04. If an Automatic Conversion occurs on or prior to March 15, 2010, the applicable standing procedures Company will pay additional interest in an amount equal to three full years of interest on the Depositary’s book-entry conversion programSecurities, and in connection with less any interest actually paid or provided for on the Securities prior to such Automatic Conversion (the Depositary shall arrange “Make-Whole Interest Payment”). The Company may, at its option, pay the Make-Whole Interest Payment in accordance with such procedures for appropriate endorsements and transfer documents, if required by cash or in Common Stock. In the event that the Company or elects to pay the Trustee or conversion agentMake-Whole Interest Payment in Common Stock, and payment the shares of any transfer taxes if required hereunder. Common Stock will be valued at the Auto-Conversion Price. (b) The Company or, at the request and expense of the Company, the Trustee, upon ten Business Days’ shall give to all Holders a notice (the “Automatic Conversion Notice”) not more than 30 and not less than 20 days prior to the date of the requested mailing (or upon such shorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each the Automatic Conversion Notice given by it to the Trustee. (c) Each Automatic Conversion Notice shall state: (1) the Automatic Conversion Date, (2) whether the Make-Whole Interest Payment, if any, shall be paid by the Company and, if so, if it shall be paid in cash or by delivery of shares of Common Stock, (3) the place or places where such Securities are to be surrendered for conversion and accrued and unpaid Make-Whole Interest Payment, if any, and (4) the Conversion Price then in effect. (d) If the Company elects Automatic Conversion of some, but not all, of the Securities, the Trustee will select the Securities to be automatically converted in Principal Amount of $1,000 or in whole multiples thereof, by lot or on a pro rata basis or by another method that the Trustee considers fair and appropriate. If any Securities are to be automatically converted in part only, the Company will issue a security or securities with a Principal Amount equal to the unconverted principal portion thereof. (e) If a portion of a Holders Securities are selected for partial Automatic Conversion and such Holders voluntarily converts a portion of such Securities, the voluntarily converted portion will be deemed to be taken from the portion selected for Automatic Conversion.