Common use of Conversion Clause in Contracts

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor duly

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. (a) Each share of Series C A Preferred Stock shall may be convertible converted, at the direction ofoption of the holder thereof, and by notice to the Corporation from, at any time (i) after the holder thereof HSR Clearance Date or (ii) upon the holders of a majority transfer (in accordance with the provisions of the outstanding shares Stockholders Agreement) of such share of Series C A Preferred Stock, at any time, at the office of the Corporation Stock to a Person other than a Stockholder or any transfer agent for such SeriesAffiliate thereof, in the manner hereinafter provided, into one thousand (1,000subject to any adjustment required below) fully paid and nonassessable share of Common Stock; provided, however, that on any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the business day immediately preceding the date fixed for the payment of any amounts distributable on liquidation to the holders of the Series A Preferred Stock. (b) Each conversion of shares of Series A Preferred Stock into shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, shall be effected by the "conversion ratio") and (y) (prior to written notice thereof by the consummation holder of the Recapitalization) to limitations resulting from Series A Preferred Stock and the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all surrender of the outstanding certificates representing the shares of Series C Preferred Stock shall to be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, converted at the principal office of the Corporation (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of the Series A Preferred Stock as shown on the books of the Corporation) at any transfer agent for such Series, and time during normal business hours. Such notice shall state therein the name or names (with addresses) and denominations in which the certificate or certificates for such shares of Common Stock are to be issuedissued and shall include instructions for reasonable delivery thereof. If the holders of a majority Each conversion shall be deemed to have been effected as of the outstanding close of business on the date on which such certificates have been surrendered and such notice has been received. At such time, the rights of the holder of the surrendered Series A Preferred Stock as such holder shall cease, and the Person in whose name the certificates for shares of Series C Preferred Common Stock give notice will be issued upon such conversion shall be deemed to have become the holder of conversion under paragraph A aboverecord of the Common Stock represented thereby. (c) Promptly after the surrender of the certificates and the receipt of written notice, the Corporation shall notify all other record holders issue and deliver in accordance with the surrendering holder's instructions (i) the certificates for the shares of Common Stock issuable upon such conversion and (ii) certificates representing any surrendered shares of Series C A Preferred Stock which were delivered to the Corporation in connection with such conversion but which were not requested to be converted and, therefore, were not converted. (a "Mandatory Conversion Notice"). Following receipt d) The issuance of a Mandatory Conversion Notice, certificates for Common Stock upon conversion of Series A Preferred Stock shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock; provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series C A Preferred Stock being converted. (e) The Corporation shall surrender at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the certificate purpose of issuance upon the conversion of the Series A Preferred Stock, such number of shares of Common Stock issuable upon conversion of all outstanding Series A Preferred Stock. All shares of Common Stock which are so issuable shall, when issued, be duly and validly issued fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or certificates therefor dulygovernmental regulation or any requirement of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately transmitted by the Corporation upon issuance). (f) The Corporation shall not close its books against the transfer of shares of Series A Preferred Stock in any manner which would interfere with the timely conversion of any shares of Series A Preferred Stock. The Corporation shall assist and cooperate with any holder of Series A Preferred Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Series A Preferred Stock hereunder (including, without limitation, making any filings required to be made by the Corporation).

Conversion. The holders of the Series C B Preferred Stock shall have conversion rights as follows: A. Each share of Series C B Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C B Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, provided ,that any conversion pursuant to clause (ii) above this paragraph A of less than all of the outstanding shares of Series C B Preferred Stock shall be on a pro rata basis amongst all holders of Series C B Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If the holders of a holder majority of the outstanding shares of Series C B Preferred Stock gives give notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder the Corporation shall notify all other record holders of Series B Preferred Stock (a "Conversion Notice"). Following receipt of a Conversion Notice, the holders of Series B Preferred Stock shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being convertedtherefor duly endorsed, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such Conversion Notice and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the recordholder or holders of such shares of Common Stock as of such date. The issuance of certificates or shares of Common Stock upon conversion of shares of Series B Preferred Stock shall be made without charge for any issue, stamp or other similar tax in respect of such issuance. C. No fractional shares shall be issued upon conversion of any shares of Series B Preferred Stock and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share, and the holder of Series B Preferred Stock shall be paid in cash for any fractional share. D. In case at any time or from time to time the Corporation shall pay any dividend or make any other distribution to the holders of its Common Stock or other class of securities, or shall offer for subscription pro rata to the holders of its Common Stock or other class of securities any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Corporation or consolidation or merger of the Corporation with or into another corporation, or any sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety, or there shall be a majority voluntary or involuntary dissolution, liquidation or winding up of the Corporation, then, in any one or more of said cases the Corporation shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holders of the Series B Preferred Stock at the addresses of each as shown on the books of the Corporation maintained by the Transfer Agent thereof of the date on which (i) the books of the Corporation shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which paragraph H applies the Corporation shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken. E. From and after the Recapitalization, the Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Series B Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series B Preferred Stock, then in addition to such other remedies as shall be available to the holder of Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. F. Any notice required by the provisions of paragraph D to be given the holders of shares of Series B Preferred Stock shall be deemed given if sent by facsimile transmission, by telex, or if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his, her or its address appearing on the books of the Corporation. G. The conversion ratio shall be subject to adjustment from time to time as follows: (i) In case the Corporation shall at any time or from time to time after the Issue Date (A) pay a dividend or make a distribution, on the outstanding shares of Common Stock in shares of Common Stock, (B) subdivide the outstanding shares of Common Stock into a larger number of shares of Common Stock, (C) combine the outstanding shares of Common Stock into a smaller number of shares or (D) issue by reclassification of the shares of Common Stock any shares of capital stock of the Corporation, then, and in each such case, the conversion ratio in effect immediately prior to such event or the record date therefor, whichever is earlier, shall be adjusted so that the holder of any shares of Series B Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other securities of the Corporation which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such shares of Series B Preferred Stock been surrendered for conversion immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this clause (i) shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. (ii) In the case the Corporation shall, after the Issue Date, issue shares of Common Stock at a price per share, or securities convertible into or exchangeable for shares of Common Stock ("Convertible Securities") having a "Conversion Price" (as defined below) less than the Current Market Price (for a period of 15 consecutive trading days prior to such date), then, and in each such case, the conversion ratio shall be adjusted so that the holder of each share of Series B Preferred Stock shall be entitled to receive, upon the conversion thereof, the number of shares of Common Stock determined by multiplying (A) the applicable conversion ratio on the day immediately prior to such date by (B) a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding on the date on which such shares or Convertible Securities are issued and (2) the number of additional shares of Common Stock issued, or into which the Convertible Securities may convert, and the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding on such date and (y) the number of shares of Common Stock which the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock so issued, or the number of shares of Common Stock which the aggregate of the Conversion Price of such Convertible Securities so issued, would purchase at such Current Market price on such date. An adjustment made pursuant to this clause (ii) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively immediately after the close of business on such date. For purposes of this clause (ii), the aggregate consideration receivable by the Corporation in connection with the issuance of any securities shall be deemed to be the sum of the aggregate offering price to the public (before deduction of underwriting discounts or commissions and expenses payable to third parties), and the "Conversion Price" of any Convertible Securities is the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities (before deduction of underwriting discounts or commissions and expenses payable to third parties) plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion, exchange or exercise of any such Convertible Securities. Neither (A) the issuance of any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the conversion ratio pursuant to clause (i) of this paragraph G, or pursuant to any employee benefit plan or program of the Corporation or pursuant to any option, warrant, right, or Convertible Security outstanding as of the date hereof (including, but not limited to, the Rights, the Series B Preferred Stock, the Series C Preferred Stock give notice and the Warrants) nor (B) the issuance of shares of Common Stock pursuant thereto shall be deemed to constitute an issuance of Common Stock or Convertible Securities by the Corporation to which this clause (ii) applies. Upon expiration of any Convertible Securities which shall not have been exercised or converted and for which an adjustment shall have been made pursuant to this clause (ii), the Conversion Price computed upon the original issue thereof shall upon expiration be recomputed as if the only additional shares of Common Stock issued were such shares of Common Stock (if any) actually issued upon exercise or conversion under paragraph A above, of such Convertible Securities and the consideration received therefor was the consideration actually received by the Corporation for the issue of such Convertible Securities (whether or not exercised or converted) plus the consideration actually received by the Corporation upon such exercise of conversion. (iii) In case the Corporation shall notify all at any time or from time to time after the Issue Date declare, order, pay or make a dividend or other record holders distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the Corporation or any of its Subsidiaries by way of dividend or spin-off), on its Common Stock, other than (A) regular quarterly dividends payable in cash in an aggregate amount not to exceed 15% of net income from continuing operations before extraordinary items of the Corporation, determined in accordance with generally accepted accounting principles, during the period (treated as one accounting period) commencing on July 1, 1998, and ending on the date such dividend is paid or (B) dividends or distributions of shares of Common Stock which are referred to in clause (i) of this paragraph G, then, and in each such case, the conversion ratio shall be adjusted so that the holder of each share of Series C B Preferred Stock shall be entitled to receive, upon the conversion thereof, the number of shares of Common Stock determined by multiplying (1) the applicable conversion ratio on the day immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution by (2) a fraction, the numerator of which shall be the then Current Market Price per share of Common Stock for the period of 20 Trading Days preceding such record date, and the denominator of which shall be such Current Market Price per share of Common Stock for the period of 20 Trading Days preceding such record date, less the Fair Market Value (as defined in Article IX) per share of Common Stock (as determined in good faith by the Board of Directors of the Corporation, a certified resolution with respect to which shall be mailed to each holder of shares of Series B Preferred Stock) of such dividend or distribution; provided, however, that in the event of a distribution of shares of capital stock of a Subsidiary of the Corporation (a "Mandatory Conversion NoticeSpin-Off"). Following receipt ) made to holders of shares of Common Stock, the numerator of such fraction shall be the sum of the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the 35th Trading Day after the effective date of such Spin-Off and the Current Market Price of the number of shares (or the fraction of a Mandatory Conversion Noticeshare) of capital stock of the Subsidiary which is distributed in such Spin-Off in respect of one share of Common Stock for the period of 20 Trading Days preceding such 35th Trading Day and the denominator of which shall be the current market price per share of the Common Stock for the period of 20 Trading Days proceeding such 35th Trading Day. An adjustment made pursuant to this clause (iii) shall be made upon the opening of business on the next Business Day following the date on which any such dividend or distribution is made and shall be effective retroactively immediately after the close of business on the record date fixed for the determination of stockholders entitled to receive such dividend or distribution; provided, however, if the proviso to the preceding sentence applies, then such adjustment shall be made and be effective as of such 35th Trading Day after the effective date of such Spin-Off. (iv) For purposes of this paragraph G, the holders number of Series C Preferred shares of Common Stock at any time outstanding shall surrender not include any shares of Common Stock then owned or held by or for the certificate or certificates therefor dulyaccount of the Corporation.

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. (a) Each share of Series C B Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any timemay, at the office election of the Corporation or any transfer agent for such Seriesholder thereof, be converted into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from at any time to time as provided below (as so adjusted, after the "conversion ratio") and (y) (prior effectiveness of a certificate of amendment to the consummation Certificate of Incorporation duly with the Recapitalization) to limitations resulting from Secretary of State if Delaware that increases the available authorized number of shares of Common Stock which may be reserved for issuance upon such conversion(the “Trigger Date”), provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares and each share of Series C B Preferred Stock shall be automatically converted into shares of Common Stock on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation the later of the Recapitalization, Trigger Date or thirty (30) days after the number "1,000" in conclusion of the second annual meeting of the stockholders of the Company following the date of this paragraph Certificate of Designation (such later date being referred to as the “Conversion Date”). Any conversion under this Section III (a) shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If entitle the each holder (a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice“Holder") of the Series B Preferred Stock to receive 1,000 shares of Common Stock for each share of Series B Preferred Stock (subject to appropriate adjustment for fractional shares of Series B Preferred Stock and in the event of any stock dividend, stock split, combination or other recapitalization). Upon the entire conversion under paragraph A aboveof the Series B Preferred Stock, such the Series B Preferred Stock shall be returned to the Company for cancellation. (b) To elect to convert Series B Preferred Stock into Common Stock a holder shall be required to give written notice of such election to the Company and surrender with such Optional Conversion Notice to the duly endorsed certificate or Company the certificates for the Series C B Preferred Stock being to be converted. If required by the Company, at certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the office Company, duly executed by the registered holder of his, her or its attorney duly authorized in writing. (c) Upon the Conversion Date all outstanding Series B Preferred Stock shall immediately convert into Common Stock. Within ten (10) business days of the Corporation or of any transfer agent for Conversion Date the Company shall provide notice to such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority holder of the outstanding shares of Series C B Preferred Stock give that such conversion has occurred. Promptly following the receipt of such notice of conversion under paragraph A abovefrom the Company that the Series B Preferred Stock has been converted into Common Stock, the Corporation shall notify all other record holders holder of the Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C B Preferred Stock shall surrender the certificate or certificates therefor dulyfor such shares of Series B Preferred Stock at the office of the Company's transfer agent (or at the principal office of the Company if the Company serves as its own transfer agent). If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder of his, her or its attorney duly authorized in writing. (d) The Company shall, as soon as practicable after the Conversion Date or any election to convert Series B Preferred Stock, and in all events within ten (10) business days of receipt of the certificate or certificates surrendered for conversion, issue and deliver at such office to such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled; provided however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any Series B Preferred Stock until the Series B Preferred Stock is either delivered to the Company or any transfer agent for the Series B Preferred Stock or Common Stock, or the Holder notifies the Company that such Series B Preferred Stock has been lost, stolen or destroyed and provides an agreement reasonably acceptable to the Company to indemnify the Company from any loss incurred by it in connection therewith. No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the number of shares to be issued shall be rounded up to the nearest whole share. If a fractional share interest arises upon any conversion hereunder, the Company shall eliminate such fractional share interest by causing to be issued to Holder an additional full share of Common Stock. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable and issued in compliance with all applicable laws including United States federal and state securities laws. Such equity securities, when so issued and delivered in accordance with the provisions hereof, shall be free and clear of all liens and encumbrances and adverse claims, other than restrictions on transfer created by applicable securities laws or by agreement and will not have been issued in violation of any preemptive rights or rights of first refusal or similar rights. (e) In case of any split or reclassification of the common stock, any conversion or consolidation or merger of the Company with or into another Person, the sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange, or any other action whatsoever, (each a “Reclassification Event”), then each holder of Series B Preferred Stock then outstanding shall have the right thereafter to convert such Series B Preferred Stock into the shares of stock and other securities and property receivable upon or deemed to be held by holders of common stock of the Company following such Reclassification Event, based on the conversion rate of 1,000 shares of Common Stock for each share of Series B Preferred Stock (in the event the property is cash, then the Holder shall have the right to convert the Series B Preferred Stock, based on the conversion rate of 1,000 shares of Common Stock for each share of Series B Preferred Stock, and receive cash in the same manner as other stockholders), so that the Holder shall be entitled upon such event to receive such amount of securities and property as the shares of the Common Stock into which such Series B Preferred Stock could have been converted immediately prior to such Reclassification Event would have been entitled. The terms of any such Reclassification Event shall include such terms so as to continue to give to the holder the right to receive the securities or property set forth in this Section III (e) upon any conversion following such Reclassification Event. This provision shall similarly apply to successive Reclassification Events. (f) The issuance of certificates for shares of Common Stock on conversion of Series B Preferred Stock shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Conversion. The holders of the Series C Preferred Stock Before Investor shall have conversion rights as follows: A. Each share be entitled to convert this Note into shares of Series C B Preferred Stock Stock, it shall be convertible at the direction of, and by surrender this Note (or a notice to the Corporation fromeffect that the original Note has been lost, (i) stolen or destroyed and an agreement acceptable to the Company whereby the holder thereof or (iiagrees to indemnify the Company from any loss incurred by it in connection with this Note) and give written notice to the holders of a majority of the outstanding shares of Series C Preferred Stock, Company at any time, at the its principal corporate office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) election to adjustment from time to time as provided below (as so adjusted, convert the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion same pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such SeriesSection 4(a), and shall state therein the name amount of the unpaid principal amount of this Note to be converted. Upon such conversion of this Note, Investor hereby agrees, if requested by the Company, to execute and deliver to the Company, and if so executed and delivered, shall be bound upon such conversion by the obligations in, all transaction documents entered into by other purchasers of the Series B Preferred Stock (as may be amended), including the Series B Securities Purchase Agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions, and shall be bound upon such conversion by any transfer restrictions applicable to any of the shares or names in which the holders thereof. The Company shall, within five business days, issue and deliver to such Investor a certificate or certificates for (or a notice of issuance of uncertificated shares of Common Stock are to be issued. If or book entry confirmation statement from the holders of a majority Company’s transfer agent confirming the issuance of the outstanding shares, if applicable) for the number of shares of Series C Preferred Stock give notice of conversion under paragraph A aboveto which Investor shall be entitled upon such conversion, the Corporation shall notify all other record holders of Series C Preferred Stock (including a "Mandatory Conversion Notice"check payable to Investor for any cash amounts payable as described in Section 4(b)(ii). Following receipt Any conversion of a Mandatory Conversion Notice, this Note pursuant to Section 4(a) shall be deemed to have been made upon the holders satisfaction of Series C Preferred Stock all of the conditions set forth in this Section 4(b)(i) and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall surrender be treated for all purposes as the certificate or certificates therefor dulyrecord holder of such shares.

Conversion. The holders of the Series C Preferred Stock Holder or its assigns shall have conversion rights as follows: A. Each share the right, from time to time, commencing on the Issuance Date of Series C Preferred Stock shall be convertible at the direction ofthis Note, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority convert any part of the outstanding shares interest or Principal Amount of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, this Note into one thousand (1,000) fully paid and nonassessable non-assessable shares of Common Stock subject of the Maker (xthe “Conversion Stock”) to adjustment from time to time at the Conversion Price determined as provided below herein. Promptly after delivery to Maker of a Notice of Conversion of Convertible Note in the form attached hereto as Exhibit 1, properly completed and duly executed by the Holder or its assigns (as so adjusteda “Conversion Notice”), the "conversion ratio") Maker shall issue and (y) (prior deliver to or upon the consummation order of the Recapitalization) to limitations resulting from the available Holder that number of shares of Common Stock which may for the that portion of this Note to be reserved for issuance upon such converted as shall be determined in accordance herewith. No fraction of a share or scrip representing a fraction of a share will be issued on conversion, provided, that any conversion pursuant to clause (ii) above but the number of less than all of the outstanding shares of Series C Preferred Stock issuable shall be rounded to the nearest whole share. The date on a pro rata basis amongst all holders which Notice of Series C Preferred Stock. After consummation of Conversion is given (the Recapitalization, the number "1,000" in this paragraph “Conversion Date”) shall be "1", subject deemed to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice be the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in date on which the certificate Holder faxes or certificates for shares emails the Notice of Conversion duly executed to the Maker. Certificates representing Common Stock are upon conversion will be delivered to the Holder within two (2) trading days from the date the Notice of Conversion is delivered to the Maker. Delivery of shares upon conversion shall be issued. If made to the holders address specified by the Holder or its assigns in the Notice of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyConversion.

Conversion. (a) The holders outstanding principal amount of this Note may be converted in whole or in part by the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, Investor into one thousand (1,000) fully paid and nonassessable shares of Common Stock of LTC (the "Conversion Shares") at the conversion price equal to $.10 per share (the "Conversion Price") at any time after the date hereof. (b) The outstanding principal of this Note shall automatically convert into Conversion Shares at the Conversion Price on the first anniversary of the date that LTC has increased its number of authorized shares of Common Stock to a number sufficient to issues shares of Common Stock to all holders of LTC convertible securities including the Notes (the "Maturity Date"). (c) In order to effect the conversion of all or part of the Note, Investor shall issue a notice of conversion substantially in the form attached hereto (the "Notice of Conversion") which may be by facsimile and surrender the Note for conversion if the Note is not already in possession of LTC. Each conversion of all or any portion of the Note will be deemed to have been effected as of the close of business on the date on which the Note has been surrendered at the principal office of LTC. At such time as such conversion has been effected, to the extent that any portion of the Note is converted, the rights of Investor with respect to such portion of the Note shall cease and Investor shall be deemed to have become the holder of record of the shares of Conversion Shares represented thereby. (d) No fractional Common Shares shall be issued upon conversion of the Note. In lieu of any fractional share to which the holder would otherwise be entitled, LTC shall round up to the nearest whole Common Share. (e) Within ten days after a conversion has been effected, LTC will deliver to Investor: (i) a certificate or certificates representing the number of Conversion Shares issuable by reason of conversion in the name of Investor and in such denomination or denominations as Investor has specified; and (ii) a new Note representing any principal balance which was not converted into Conversion Shares in connection with such conversion; all other terms and conditions of the Note will remain in full force and effect. (f) The issuance of certificates for Conversion Shares upon conversion of the Note will be delivered by LTC within ten days of the date of conversion and will be made without charge to Investor for any issuance tax in respect thereof or other cost incurred by LTC in connection with such conversion and the related issuance of Conversion Shares. (g) The Conversion Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Note shall be subject (x) to adjustment from time to time upon the happening of certain events as provided below follows after the date hereof and through and including the Maturity Date: (as so adjustedi) In case LTC shall (1) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, (2) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (3) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the "conversion ratio") and (y) (prior to Conversion Price in effect at the consummation time of the Recapitalization) to limitations resulting from record date for such dividend or distribution or of the available effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are immediately prior to such action. Such adjustment shall be issued. If made each time any event listed above shall occur. (ii) Whenever the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A Conversion Price is adjusted pursuant to Subsection (i) above, the Corporation number of Conversion Shares purchasable upon conversion of the Note shall notify all other record holders simultaneously be adjusted by multiplying the number of Series C Preferred Stock Conversion Shares initially issuable upon conversion of the Note by the Conversion Price in effect on the date hereof and dividing the product so obtained by the Conversion Price, as adjusted. (a "Mandatory Conversion Notice"). Following receipt iii) All calculations under this Section 3(g) shall be made to the nearest cent or to the nearest one-hundredth of a Mandatory share, as the case may be. (iv) Whenever the Conversion NoticePrice is adjusted, as herein provided, LTC shall promptly cause a notice setting forth the adjusted Conversion Price and adjusted number of Conversion Shares issuable upon exercise of the Note to be mailed to Investor, at its last address appearing in LTC's register. LTC may retain a firm of independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed by LTC) to make any computation required by this Section. In the case of a dispute as to the adjustment of the Conversion Price, the holders parties hereto agree to arbitrate the same in an office of Series C Preferred Stock shall surrender the certificate American Arbitration Association in New York, New York utilizing its commercial arbitration rules with an arbitrator selected by the parties or certificates therefor dulyin the event that they are unable to do so, by the American Arbitration Association.

Conversion. (a) The holders Holder of this Note is entitled at any time before the close of business on the date this Note is paid in full pursuant to the terms hereof, but prior to such payment (or, if the Holder has exercised his right to require the Company to redeem this Note or a portion hereof pursuant to Section 2 hereof, then in respect of this Note or such portion hereof, until and including, but (unless the Company defaults in making the payment due upon redemption) not after, 5:00 p.m., New York City time, on the Business Day prior to the Redemption Date), to convert this Note (or any portion of the Series C Preferred Stock shall have conversion rights as follows: A. Each share principal amount hereof that is an integral multiple of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series$1,000), into one thousand (1,000) fully paid and nonassessable Common Stock (as hereinafter defined) of the Company at the rate of 166.6667 shares of Common Stock for each $1,000 principal amount of this Note (or at the then current adjusted rate if an adjustment has been made as provided below) (the "Conversion Rate") by surrender of this Note accompanied by written notice to the Company that the Holder hereof elects to convert this Note (or if less than the entire principal amount hereof is to be converted, specifying the portion hereof to be converted). If less than the entire principal amount of this Note is to be converted, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form reasonably satisfactory to the Company duly executed by the Holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the Holder without service charge, a new Note, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unconverted portion of the principal of the Note so surrendered. The Company shall deliver to the Holder of this Note as soon as practicable after delivery by the Holder of this Note to the Company, but not more than fifteen (15) Trading Days after such delivery, the certificates representing shares of Common Stock issuable upon conversion of this Note and cash in lieu of any fractional shares. (b) The Conversion Rate will be subject (x) to adjustment adjustments from time to time as provided below follows: (1) If the Company shall pay or make a dividend or other distribution on Common Stock of the Company payable in Common Stock, the Conversion Rate in effect at the opening of business on the day following the Determination Date (as so adjustedhereinafter defined) for such dividend or other distribution shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date and the denominator shall be the sum of such number of shares of Common Stock and the total number of shares of Common Stock constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such Determination Date. (2) If the Company shall issue rights, options or warrants to holders of its Common Stock entitling them to subscribe for or purchase Common Stock at a price per share less than the current market price per share (determined as provided in paragraph (7) of this Section 1(b)) of the Common Stock on the Determination Date for such distribution, the "conversion ratio") and (y) (prior to Conversion Rate in effect at the consummation opening of business on the Recapitalization) to limitations resulting from day following such Determination Date shall be increased by dividing such Conversion Rate by a fraction of which the available numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following such Determination Date. Upon the expiration of any right, option or warrant to purchase Common Stock the issuance of which resulted in an adjustment to the Conversion Rate pursuant to this paragraph (2) of Section 1(b), if any such right, option or warrant shall expire and shall not have been exercised, the Conversion Rate shall immediately upon such expiration be recomputed to the Conversion Rate which would have been in effect had the adjustment of the Conversion Rate made upon the issuance of such right, option or warrant been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such right, option and warrant actually exercised. (3) If the outstanding Common Stock of the Company shall be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, if outstanding Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (4) If the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class of capital stock, or other property (including securities, but excluding (i) any rights, options or warrants referred to in paragraph (2) of this Section 1(b), (ii) any dividend or distribution paid exclusively in cash, (iii) any dividend or distribution referred to in paragraph (1) of this Section 1(b) and (iv) any merger or consolidation to which Section 1(f) applies (the "Distributed Property"), the Conversion Rate shall be reserved adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Determination Date for issuance such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (7) of this Section 1(b)) of the Common Stock on such Determination Date less the then fair market value of the portion of the assets, shares or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following such Determination Date; provided, however, that if the Distributed Property consists of shares of capital stock of a subsidiary, the Company will make adequate provision so that the Holder shall have the right to receive upon conversion the amount of such shares of capital stock that such Holder would have received if such Holder had converted such Note on the record date, in which case there will be no adjustment to the Conversion Price. Under the provisions of the Company's Rights Plan, upon conversion of the Note into Common Stock, to the extent that the Rights Plan is still in effect upon such conversion, providedthe Holder will receive, that any conversion in addition to the Common Stock, the rights described therein (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations set forth in the Rights Plan. Any distribution of rights or warrants pursuant to clause the Rights Plan in compliance with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 1(b). (5) If the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding any cash that is distributed as part of a distribution referred to in paragraph (4) of Section 1(b)) in aggregate amount that, combined together with (I) the aggregate amount of any other cash distributions to all holders of its Common Stock made exclusively in cash within the twelve (12) months preceding the date of payment of such distribution and in respect of which no adjustment pursuant to this paragraph (5) of Section 1(b) has been made and (II) the aggregate of any cash plus the fair market value of consideration payable in respect of any tender offer by the Company or any of its subsidiaries for all or any portion of the Common Stock (other than Common Stock purchased by the Company at or below fair market value) concluded within the twelve (12) months preceding the date of payment of such distribution (the "combined cash amount"), exceeds fifty percent (50%) of the net earnings of the Company determined in accordance with GAAP for the trailing twelve month period preceding the date of such distribution (the "aggregate earnings"), then, and in each such case, immediately after the close of business on such date for determination, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the date fixed for determination of the stockholders entitled to receive such distribution by a fraction (i) the numerator of which shall be equal to the current market price per share of the Common Stock on the date fixed for such determination less an amount equal to the quotient of (x) the excess of such combined cash amount over the aggregate earnings divided by (y) the number of shares of Common Stock outstanding on such date for determination and (ii) above the denominator of which shall be equal to the current market price per share of the Common Stock on such date for determination. (6) If the Company issues Common Stock or securities (including options and warrants) convertible into, or exchangeable for, Common Stock at a price per share (or having a conversion or exchange price per share) that is less than all the fair market value per share of the outstanding shares Common Stock at the date of Series C Preferred Stock shall be on a pro rata basis amongst all holders issuance (but excluding issuances: (a) pursuant to any bona fide plan for the benefit of Series C Preferred Stock. After consummation employees or directors of the RecapitalizationCompany now in effect or any comparable plans adopted in the future, provided such future plans contain terms and conditions that, taken as a whole, are no more favorable than the number "1,000" Company's current plans; (b) to acquire all or any portion of a business in this paragraph shall an arm's-length transaction between the Company and an unaffiliated third party including, if applicable, issuances upon exercise of options or warrants assumed in connection with such an acquisition; and (c) pursuant to the exercise of warrants, rights or options, or upon the conversion of convertible securities, which are issued and outstanding on the date hereof, or which may be "1", subject issued in the future at fair value and with an exercise price or conversion price at least equal to adjustment the current market price per share (determined as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice"7) of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice this Section 1(b)) of the duly endorsed certificate or certificates for the Series C Preferred Common Stock being converted, at the office time of issuance of such warrant, right, option or convertible security, the Conversion Rate in effect at the opening of business on the day following the date on which any such issuance is made shall be increased by multiplying such Conversion Rate by a fraction of which the numerator shall be the sum of the Corporation or number of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are (assuming for purposes hereof the conversion or exercise of all outstanding securities convertible into or exchangeable for Common Stock) outstanding on such date plus the number of additional shares of Common Stock issued (or into which the convertible securities may convert), and the denominator of which shall be the sum of the number of shares of Common Stock (assuming for purposes hereof the conversion or exercise of all outstanding securities convertible into or exchangeable for Common Stock) outstanding on such date plus the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which the convertible securities may convert) would purchase at the fair market value per share of the Common Stock on such date. An adjustment made pursuant to this paragraph (6) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively immediately after the close of business on such date. For purposes of this paragraph (6), the aggregate consideration receivable by the Company in connection with the issuance of shares of Common Stock or of securities convertible into shares of Common Stock shall be deemed to be issuedequal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable upon conversion of any such convertible securities into shares of Common Stock. (7) For the purpose of any computation under paragraphs (2), (4), (5) or (6) of this Section 1(b), the current market price per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices for the five (5) consecutive Trading Days commencing ten (10) Trading Days before the earlier of (i) the day in question and (ii) the day before the "ex" date with respect to the issuance or distribution requiring such computation. If For purposes of this paragraph, the term "ex date", when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way in the applicable securities market or on the applicable securities exchange without the right to receive such issuance or distribution. (c) The Company shall promptly notify the Holder pursuant to Section 8(b) of any adjustment to the Conversion Rate required by paragraphs (1), (2), (3), (4), (5) and (6) of this Section 1(b). (d) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of the Note, the full number of shares of Common Stock then issuable upon the conversion of this Note. (e) The Company agrees that all Common Stock which may be delivered upon conversion of the Note, upon such delivery, will have been duly authorized and validly issued and will be fully paid and nonassessable and free of preemptive rights (and shall be issued out of the Company's authorized but unissued Common Stock). (f) In the event of any recapitalization or reclassification of the Common Stock (other than a change in par value, or as a result of a subdivision or combination covered by paragraph (3) of this Section 1(b)) (collectively, a "Capital Reorganization"), the Company shall execute and deliver to the Holder a supplemental agreement providing that the Holder has the right thereafter, during the period this Note shall be convertible as specified in Section 1(a), to convert this Note only into the kind and amount of securities, cash and other property receivable upon such Capital Reorganization by a holder of the number of shares of Common Stock of the Company into which this Note might have been converted immediately prior to such Capital Reorganization, and, if holders of the Company's Common Stock are given the right to elect the kind or amount of securities, cash or other property receivable upon such Capital Reorganization, then the Holder shall be provided the right to so elect and notice of such right to elect on the same terms and conditions offered to the holders of the Company's Common Stock. (g) The Company shall not consummate a majority transaction pursuant to which it is acquired by or merged or consolidated into another Person or convey, transfer or sell all or substantially all of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock its assets (a an "Mandatory Conversion NoticeAcquisition Event"). Following receipt of a Mandatory Conversion Notice, unless the holders of Series C Preferred Stock shall surrender the certificate successor Person (or certificates therefor dulyits ultimate parent, if applica

Conversion. The holders of Class A OP Preferred Units shall be convertible by the Series C Preferred Stock shall have conversion rights General Partner as holder thereof as follows: A. Each share (a) Upon conversion of any number of Series C A Preferred Stock Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be convertible automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the direction ofclose of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by notice multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Corporation fromPartnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder thereof or was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the holders of a majority pro rata portion of the outstanding shares distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series C A Preferred Stock, at any time, at Shares pursuant to the office terms of the Corporation General Partner's Declaration of Trust, as the same may be amended, restated or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment supplemented from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulytime.

Conversion. The holders (a) At the Payee’s option, at any time prior to payment in full of the Series C Preferred Stock principal balance of this Note, the Payee may elect to convert all or any portion of the outstanding principal amount of this Note into that number of warrants (the “Conversion Warrants”) equal to: (i) the portion of the principal amount of the Note being converted pursuant to this Section 15, divided by (ii) $1.00, rounded up to the nearest whole number. Each Conversion Warrant shall have conversion rights the same terms and conditions as follows: A. Each share the warrants issued by the Maker to the Payee pursuant to a private placement, as described in Maker’s Registration Statement on Form S-1 (333-XXXXXX). The Conversion Warrants, the shares of Series C Preferred Common Stock underlying the Conversion Warrants and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization (the “Warrant Shares”), shall be convertible at the direction of, and by notice entitled to the Corporation fromregistration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) the holder thereof or such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) the holders of a majority Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the outstanding shares of Series C Preferred StockConversion Warrants, at (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any time, at the office such conversion and (iv) in exchange for all or any portion of the Corporation surrendered Note, Maker shall deliver to Payee the Conversion Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) The Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations taxes resulting from any transfer requested by the available number of shares of Common Stock which may be reserved for issuance upon Payee in connection with any such conversion, provided, that any . (d) The Conversion Warrants shall not be issued upon conversion pursuant to clause (ii) above of less than this Note unless such issuance and such conversion comply with all applicable provisions of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulylaw.

Conversion. The holders of the Series C B Preferred Stock shall have conversion rights as follows: A. Each share of Series C B Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C B Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, provided ,that any conversion pursuant to clause (ii) above this paragraph A of less than all of the outstanding shares of Series C B Preferred Stock shall be on a pro rata basis amongst all holders of Series C B Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If the holders of a holder majority of the outstanding shares of Series C B Preferred Stock gives give notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder the Corporation shall notify all other record holders of Series B Preferred Stock (a "Conversion Notice"). Following receipt of a Conversion Notice, the holders of Series B Preferred Stock shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being convertedtherefor duly endorsed, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such Conversion Notice and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the recordholder or holders of such shares of Common Stock as of such date. The issuance of certificates or shares of Common Stock upon conversion of shares of Series B Preferred Stock shall be made without charge for any issue, stamp or other similar tax in respect of such issuance. C. No fractional shares shall be issued upon conversion of any shares of Series B Preferred Stock and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share, and the holder of Series B Preferred Stock shall be paid in cash for any fractional share. D. In case at any time or from time to time the Corporation shall pay any dividend or make any other distribution to the holders of its Common Stock or other class of securities, or shall offer for subscription pro rata to the holders of its Common Stock or other class of securities any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Corporation or consolidation or merger of the Corporation with or into another corporation, or any sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety, or there shall be a majority voluntary or involuntary dissolution, liquidation or winding up of the Corporation, then, in any one or more of said cases the Corporation shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holders of the Series B Preferred Stock at the addresses of each as shown on the books of the Corporation maintained by the Transfer Agent thereof of the date on which (i) the books of the Corporation shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which paragraph H applies the Corporation shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken. E. From and after the Recapitalization, the Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Series B Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series B Preferred Stock, then in addition to such other remedies as shall be availableto the holder of Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. F. Any notice required by the provisions of paragraph D to be given the holders of shares of Series B Preferred Stock shall be deemed given if sent by facsimile transmission, by telex, or if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his, her or its address appearing on the books of the Corporation. G. The conversion ratio shall be subject to adjustment from time to time as follows: (i) In case the Corporation shall at any time or from time to time after the Issue Date (A) pay a dividend or make a distribution, on the outstanding shares of Common Stock in shares of Common Stock, (B) subdivide the outstanding shares of Common Stock into a larger number of shares of Common Stock, (C) combine the outstanding shares of Common Stock into a smaller number of shares or (D) issue by reclassification of the shares of Common Stock any shares of capital stock of the Corporation, then, and in each such case, the conversion ratio in effect immediately prior to such event or the record date therefor, whichever is earlier, shall be adjusted so that the holder of any shares of Series B Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other securities of the Corporation which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such shares of Series B Preferred Stock been surrendered for conversion immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this clause (i) shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. (ii) In the case the Corporation shall, after the Issue Date, issue shares of Common Stock at a price per share, or securities convertible into or exchangeable for shares of Common Stock ("Convertible Securities") having a "Conversion Price" (as defined below) less than the Current Market Price (for a period of 15 consecutive trading days prior to such date), then, and in each such case, the conversion ratio shall be adjusted so that the holder of each share of Series B Preferred Stock shall be entitled to receive, upon the conversion thereof, the number of shares of Common Stock determined by multiplying (A) the applicable conversion ratio on the day immediately prior to such date by (B) a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding on the date on which such shares or Convertible Securities are issued and (2) the number of additional shares of Common Stock issued, or into which the Convertible Securities may convert, and the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding on such date and (y) the number of shares of Common Stock which the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock so issued, or the number of shares of Common Stock which the aggregate of the Conversion Price of such Convertible Securities so issued, would purchase at such Current Market price on such date. An adjustment made pursuant to this clause (ii) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively immediately after the close of business on such date. For purposes of this clause (ii), the aggregate consideration receivable by the Corporation in connection with the issuance of any securities shall be deemed to be the sum of the aggregate offering price to the public (before deduction of underwriting discounts or commissions and expenses payable to third parties), and the "Conversion Price" of any Convertible Securities is the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities (before deduction of underwriting discounts or commissions and expenses payable to third parties) plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion, exchange or exercise of any such Convertible Securities. Neither (A) the issuance of any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the conversion ratio pursuant to clause (i) of this paragraph G, or pursuant to any employee benefit plan or program of the Corporation or pursuant to any option, warrant, right, or Convertible Security outstanding as of the date hereof (including, but not limited to, the Rights, the Series B Preferred Stock, the Series C Preferred Stock give notice and the Warrants) nor (B) the issuance of shares of Common Stock pursuant thereto shall be deemed to constitute an issuance of Common Stock or Convertible Securities by the Corporation to which this clause (ii) applies. Upon expiration of any Convertible Securities which shall not have been exercised or converted and for which an adjustment shall have been made pursuant to this clause (ii), the Conversion Price computed upon the original issue thereof shall upon expiration be recomputed as if the only additional shares of Common Stock issued were such shares of Common Stock (if any) actually issued upon exercise or conversion under paragraph A above, of such Convertible Securities and the consideration received therefor was the consideration actually received by the Corporation for the issue of such Convertible Securities (whether or not exercised or converted) plus the consideration actually received by the Corporation upon such exercise of conversion. (iii) In case the Corporation shall notify all at any time or from time to time after the Issue Date declare, order, pay or make a dividend or other record holders distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the Corporation or any of its Subsidiaries by way of dividend or spin-off), on its Common Stock, other than (A) regular quarterly dividends payable in cash in an aggregate amount not to exceed 15% of net income from continuing operations before extraordinary items of the Corporation, determined in accordance with generally accepted accounting principles, during the period (treated as one accounting period) commencing on July 1, 1998, and ending on the date such dividend is paid or (B) dividends or distributions of shares of Common Stock which are referred to in clause (i) of this paragraph G, then, and in each such case, the conversion ratio shall be adjusted so that the holder of each share of Series C B Preferred Stock shall be entitled to receive, upon the conversion thereof, the number of shares of Common Stock determined by multiplying (1) the applicable conversion ratio on the day immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution by (2) a fraction, the numerator of which shall be the then Current Market Price per share of Common Stock for the period of 20 Trading Days preceding such record date, and the denominator of which shall be such Current Market Price per share of Common Stock for the period of 20 Trading Days preceding such record date, less the Fair Market Value (as defined in Article IX) per share of Common Stock (as determined in good faith by the Board of Directors of the Corporation, a certified resolution with respect to which shall be mailed to each holder of shares of Series B Preferred Stock) of such dividend or distribution; provided, however, that in the event of a distribution of shares of capital stock of a Subsidiary of the Corporation (a "Mandatory Conversion NoticeSpin-Off"). Following receipt ) made to holders of shares of Common Stock, the numerator of such fraction shall be the sum of the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the 35th Trading Day after the effective date of such Spin-Off and the Current Market Price of the number of shares (or the fraction of a Mandatory Conversion Noticeshare) of capital stock of the Subsidiary which is distributed in such Spin-Off in respect of one share of Common Stock for the period of 20 Trading Days preceding such 35th Trading Day and the denominator of which shall be the current market price per share of the Common Stock for the period of 20 Trading Days proceeding such 35th Trading Day. An adjustment made pursuant to this clause (iii) shall be made upon the opening of business on the next Business Day following the date on which any such dividend or distribution is made and shall be effective retroactively immediately after the close of business on the record date fixed for the determination of stockholders entitled to receive such dividend or distribution; provided, however, if the proviso to the preceding sentence applies, then such adjustment shall be made and be effective as of such 35th Trading Day after the effective date of such Spin-Off. (iv) For purposes of this paragraph G, the holders number of Series C Preferred shares of Common Stock at any time outstanding shall surrender not include any shares of Common Stock then owned or held by or for the certificate or certificates therefor dulyaccount of the Corporation.

Conversion. The holders (a) At any time prior to the earlier to occur of a Stage 1 Qualifying Financing or the Series C Preferred Stock shall have conversion rights as follows: A. Each share Maturity Date, the principal of Series C Preferred Stock and accrued interest on this Note shall be convertible at the direction ofelection of the Maker (which shall occur only upon Maker's receipt of a request to do so from Investor and, and by notice to the Corporation fromas applicable, (i) the holder thereof or (ii) the holders of Other Investors, collectively holding a majority of the Convertible Preferred Stock outstanding shares of Series C Preferred Stock, at any time, at the office time of such request) into a number (rounded down in the Corporation or case of any transfer agent for such Series, into one thousand (1,000fractional shares) of fully paid and nonassessable non-assessable shares of Common Stock, par value $.001 per EXECUTION VERSION share, of the Maker equal to the amount being converted divided by the Conversion Price (as defined herein). (b) At any time following the occurrence of a Stage 1 Qualifying Financing and prior to the earlier to occur of a Stage 2 Qualifying Financing or the Maturity Date, the principal of and accrued interest on this Note shall be convertible at the election of Holder into a number (rounded down in the case of any fractional shares) of fully paid and non-assessable shares of Common Stock, par value $.001 per share, of the Maker equal to the amount being converted divided by the Conversion Price. (c) At any time following the occurrence of a Stage 2 Qualifying Financing and prior to the Maturity Date, the principal of and accrued interest on this Note shall be convertible at the election of the Maker (which shall occur only upon Maker's receipt of a request to do so from Investor and, as applicable, Other Investors, collectively holding a majority of the Convertible Preferred Stock outstanding at the time of such request) into a number (rounded down in the case of any fractional shares) of fully paid and non-assessable shares of Common Stock, par value $.001 per share, of the Maker equal to the amount being converted divided by the Conversion Price. (d) To effect the conversion of this Note, a written notice of conversion specifying the date on which such conversion is to be effected (the "Conversion Date") shall be delivered: (i) in the case of a conversion pursuant to Section 5(a) or 5(c), by the Maker to the Holder; and (ii) in the case of a conversion pursuant to Section 5(b), by the Holder to the Maker. The Holder shall surrender this Note to the Maker and deliver a representation letter to the Maker containing customary private placement representations and warranties so that the issuance of the shares of Common Stock subject (x) to adjustment upon conversion of this Note shall be exempt from time to time registration under the Securities Act of 1933, as provided below (as so adjustedamended. Promptly following the Conversion Date, the "conversion ratio"Maker shall issue to the Holder the shares of Common Stock into which this Note has been converted, registered on the books of the Maker in the name of the Holder or its nominee and shall deliver the certificate(s) representing such shares to the Holder at the address specified by the Holder. From and after the Conversion Date, the Holder shall be treated for all purposes as the owner of the shares of Common Stock into which this Note has been converted and the certificate(s) for such shares shall be issued as of the Conversion Date. (ye) (The Maker shall, prior to any conversion of this Note, have reserved a sufficient number of duly authorized shares of Common Stock to satisfy the consummation conversion of this Note. (f) As used herein, "Conversion Price" means $0.10 per share, as appropriately adjusted for stock splits, reverse stock splits, reclassifications, or other similar occurrences affecting the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversionoutstanding after April 26, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor duly2004.

Conversion. The holders (a) Upon the consummation of the Series C Preferred Stock shall have conversion rights as follows: A. Each share a firm commitment underwritten initial public offering of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, Equity Interests of Holdings (or a successor entity) in which (i) the holder thereof or such Equity Interests are listed on a national securities exchange and (ii) combined primary and secondary gross proceeds of such offering equal not less than $50.0 million (such public offering, a “Qualified IPO”), Securities, including this Amended and Restated Note, shall be converted into Class A Units of Holdings (the holders “Conversion Units”), in accordance with the provisions of this Section 4 and the Issuer shall cause Holdings to issue such Conversion Units. Conversion Units issued pursuant to this Section 4 shall have the rights, preferences and privileges of Class A Units of Holdings, as set forth in Holdings’ LLC Agreement. If Class A Units of Holdings are converted into other Equity Interests (“Conversion Equity Interests”) in connection with any conversion of Holdings into a Delaware corporation (whether by conversion, merger, consolidation or otherwise), then all references herein to Conversion Units and/or Class A Units of Holdings shall be understood to refer to such Conversion Equity Interests. (b) Upon the due conversion of any principal amount of a majority Security, including this Amended and Restated Note, and any accrued and unpaid interest thereon or hereon, as applicable, in accordance with this Section 4 and the issuance of the outstanding shares applicable Conversion Units to the Holder of Series C Preferred Stocksuch Security in accordance with this Section 4, at any timesuch principal amount of such Security and such accrued interest thereon so converted shall be deemed paid in full and no longer outstanding. (c) The number of Conversion Units into which a Security shall be converted shall equal the aggregate principal amount of such Security, together with all accrued and unpaid interest thereon, as of the time of conversion divided by the applicable Conversion Price in effect at the office time of conversion (the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares “Conversion Rate”). The “Conversion Price” shall be equal to: the product of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") 80% and (y) the price per Class A Unit of Holdings (or the price per share of common stock of the corporate successor to Holdings, if applicable) offered in a Qualified IPO; provided, however, that the Conversion Price shall be capped at $12.00 (the “Conversion Price Cap”). The Conversion Price Cap (for Adjustment Events occurring prior to a Qualified IPO) shall be subject to proportionate adjustment for any equity split, equity combination, in-kind distribution, recapitalization or similar transaction that affects the consummation economic rights of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause Conversion Units (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"“Adjustment Events”). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor duly.

Conversion. (a) The holders Holder shall have the option to convert all or any part of the Series C Preferred Stock shall have conversion rights principal amount of this Note, together with all accrued interest thereon in accordance with the provisions of and upon satisfaction of the conditions contained in this Note, into fully paid and non-assessable shares of the Company’s common stock as follows:is determined by dividing that portion of the outstanding principal balance and accrued interest under this Note as of such date that the Holder elects to convert by the Conversion Price. The initial Conversion Price will be $1.25. A. Each share (b) No fractional shares of Series C Preferred Stock common stock shall be convertible at the direction ofissued upon conversion of this Note, and by notice in lieu thereof the number of shares of common stock to be issued upon each conversion shall be rounded up to the Corporation fromnearest whole number of shares of common stock. (c) The Holder’s conversion right set forth in this Section may be exercised at any time and from time to time but prior to payment in full of the principal and accrued interest on this Note. (d) The Holder may exercise the right to convert all or any portion of this Note only by delivery of a properly completed conversion notice on a Business Day to the Company’s principal executive offices. Such conversion shall be deemed to have been made immediately prior to the close of business on the Business Day of such delivery of the conversion notice (the “Conversion Date”), and the Holder shall be treated for all purposes as the record holder of the shares of common stock into which this Note is converted as of such date. For purposes of this Note, a Business Day is any day the Federal Reserve Bank is open. (e) As promptly as practicable after the Conversion Date, the Company at its expense shall issue and deliver to the Holder of this Note a stock certificate or certificates representing the number of shares of common stock into which this Note has been converted. (f) Upon the full conversion of this Note the Company shall be forever released from all of its obligations and liabilities under this Note. (g) Holder acknowledges that the shares of common stock issuable upon conversion of this note are “restricted securities,” as such term is defined under the Securities Act. Holder agrees that Holder will not attempt to pledge, transfer, convey or otherwise dispose of such shares except in a transaction that is the subject of either: (i) an effective registration statement under the holder thereof Securities Act and any applicable state securities laws; or (ii) an opinion of counsel rendered by legal counsel satisfactory to the holders Company, which opinion of counsel shall be satisfactory to the Company, to the effect that such registration is not required. The Company may rely on such an opinion of Holder's counsel in making such determination. Holder consents to the placement of a majority legend on the shares of common stock issuable upon the exercise of this Note stating that the shares represented by the certificate have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sale thereof. (h) If at any time there shall be a stock split of this Company’s common stock, the Conversion Price will be proportionately adjusted. (i) If the common stock to be issued on conversion of this Note shall be changed into any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise, the holder of this Note shall, upon its conversion be entitled to receive, in lieu of the outstanding shares of Series C Preferred Stock, at any time, at common stock which the office of the Corporation or any transfer agent Holder would have become entitled to receive but for such Serieschange, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available a number of shares of Common Stock such other class or classes of stock that would have been subject to receipt by the Holder if it had exercised its rights of conversion immediately before such changes. (j) If at any time there shall be a capital reorganization of the Company’s common stock (other than of shares as provided for elsewhere in this Section 3) or merger of the Company into another corporation, or the sale of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger or sale, lawful provision shall be made so that the Holder of this Note will be entitled to receive the number of shares of stock or other securities or property from the successor corporation resulting from such merger to which the Holder would have been entitled as a result of such capital reorganization, merger or sale if this Note had been converted immediately before such capital reorganization, merger or sale. (k) The Company will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, merger, dissolution, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section and in the taking of all such action as may be reserved for issuance upon such conversion, provided, that any necessary or appropriate in order to protect the conversion rights of the holder of this Note against impairment. (l) Upon the occurrence of each adjustment or readjustment pursuant to clause any provision hereof, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Holder of this Note a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. (iim) above of less than all Notwithstanding the above, if the average closing price of the outstanding Company’s common stock is at least $2.50 for twenty consecutive trading days, and the average daily volume of trades of the Company’s common stock during the twenty trading days is at least 100,000 shares, the Company may, within 10 days of the end of such twenty day period, notify the Holder that the right to convert this Note into shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation the Company’s common stock will end 45 days after the date of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulynotice.

Conversion. The holders (a) Any Series B Stockholder shall have the right, at any time or from time to time, to convert any or all of its shares of Series B Stock into that number of fully paid and nonassessable shares of Common Stock for each share of Series B Stock so converted equal to the quotient of the Series C Preferred Stock shall have conversion rights B Original Purchase Price divided by the Series B Conversion Price (as follows: A. Each defined in Section 7(e) hereof) for such share of Series C Preferred Stock B Stock, as last adjusted and then in effect; provided, however, that cash shall be convertible at paid in lieu of the direction ofissuance of fractional shares of Common Stock, as provided in Section 7(d) hereof. (i) Any Series B Stockholder who exercises the right to convert shares of Series B Stock into shares of Common Stock pursuant to this Section 7 shall be entitled to payment of all accrued dividends, whether or not declared and all declared but unpaid dividends payable with respect to such Series B Stock pursuant to Section 3 herein, up to and including the Conversion Date (as defined in Section 7(b)(iii) hereof). (ii) Any Series B Stockholder may exercise the right to convert such shares into Common Stock pursuant to this Section 7 by notice delivering to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any timeduring regular business hours, at the office of the Corporation or any transfer agent of the Corporation or at such other place as may be designated by the Corporation, the certificate or certificates for the shares to be converted (the “Series B Certificate”), duly endorsed or assigned in blank to the Corporation (if required by it) or an affidavit of loss as to the same. (iii) Each Series B Certificate shall be accompanied by written notice stating that such Series, into one thousand holder elects to convert such shares and stating the name or names (1,000with address) fully paid and nonassessable in which the certificate or certificates for the shares of Common Stock (the “Common Certificate”) are to be issued. Such conversion shall be deemed to have been effected on the date when such delivery is made, and such date is referred to herein as the “Conversion Date.” (iv) As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such holder, at the place designated by such holder, (A) a Common Certificate for the number of full shares of Common Stock to which such holder is entitled and (B) a check or cash in respect of any fractional interest in shares of Common Stock to which such holder is entitled, as provided in Section 7(d) hereof, payable with respect to the shares so converted up to and including the Conversion Date. (v) The person in whose name the Common Certificate or Certificates are to be issued shall be deemed to have become a holder of record of Common Stock on the applicable Conversion Date, unless the transfer books of the Corporation are closed on such Conversion Date, in which event the holder shall be deemed to have become the stockholder of record on the next succeeding date on which the transfer books are open, provided that the Series B Conversion Price upon which the conversion shall be executed shall be that in effect on the Conversion Date. (vi) Upon conversion of only a portion of the number of shares represented by a Series B Certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Series B Certificate, at the expense of the Corporation, a new certificate covering the number of shares of Series B Stock representing the unconverted portion of the shares of Series B Stock represented by the Series B Certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such Series B Stock. (c) If a Series B Stockholder shall surrender more than one share of Series B Stock for conversion at any one time or holds more than one share of Series B Stock that is automatically converted, including without limitation pursuant to a Special Mandatory Conversion, then the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series B Stock so surrendered or held. (d) No fractional shares of Common Stock shall be issued upon conversion of Series B Stock. The Corporation shall instead pay a cash adjustment for any such fractional interest in an amount equal to the Current Market Price thereof on the Conversion Date, as determined in accordance with Section 7(e)(viii) hereof. (e) For all purposes of this Certificate of Designations, the initial conversion price of the Series B Stock shall be $6.142, subject (x) to adjustment from time to time as provided below follows (the conversion price of the Series B Stock is referred to herein as the “Series B Conversion Price”): (i) Subject to Section 7(e)(ii) and 7(e)(x) below, if the Corporation shall, at any time or from time to time after the Series B Original Issuance Date, issue or sell any shares of Common Stock (which term, for purposes of this Section 7(e)(i), including all subsections thereof, shall be deemed to include all other securities convertible into, or exchangeable or exercisable for, shares of Common Stock (including, but not limited to, Preferred Stock)) or options to purchase or other rights to subscribe for such convertible or exchangeable securities, in each case other than Excluded Stock (as so adjusteddefined in Section 7(e)(ii) below), for a consideration per share less than the "conversion ratio") and (y) (Series B Conversion Price in effect immediately prior to the consummation issuance of such Common Stock or other securities (a “Dilutive Issuance”), then the Recapitalization) Series B Conversion Price in effect immediately prior to limitations resulting from each such Dilutive Issuance shall automatically be reduced to a price equal to the available product obtained by multiplying such Series B Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock which may be reserved for outstanding immediately prior to such issuance (including, without limitation, shares of Common Stock issued or issuable upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding Series B Stock, but excluding shares of Common Stock issuable upon conversion of any dividends accrued on such Series B Stock) plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for the additional stock so issued would purchase at such Series B Conversion Price as in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (including, without limitation, shares of Common Stock issued or issuable upon conversion of the outstanding Series B Stock, but excluding shares of Common Stock issuable upon conversion of any dividends accrued on such Series B Stock) plus the number of shares of additional stock so issued. For purposes of this Section 7(e)(i), the number of shares of Common Stock deemed issuable upon conversion of such outstanding shares of Series C Preferred B Stock shall be on a pro rata basis amongst all holders determined without giving effect to any adjustments to the Series B Conversion Price resulting from the Dilutive Issuance that is the subject of Series C Preferred Stockthis calculation. After consummation For the purposes of any adjustment of the RecapitalizationSeries B Conversion Price pursuant to this Section 7(e)(i), the number "1,000" in this paragraph following provisions shall be "1"applicable. a. In the case of the issuance of Common Stock in whole or in part for cash, subject the consideration shall be deemed to adjustment be the amount of cash paid therefor after deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof, plus the value of any property other than cash received by the Corporation, determined as provided in paragraph VIII.G.Section 7(e)(i)(b) hereof, plus the value of any other consideration received by the Corporation determined as set forth in Section 7(e)(i)(c) hereof. B. If b. In the case of the issuance of Common Stock for a holder consideration in whole or in part in property other than cash, the value of Series C Preferred Stock gives notice such property other than cash shall be deemed to be the fair market value of such property as determined in good faith by the Board of Directors, irrespective of any accounting treatment; provided, however, that such fair market value of such property as determined by the Board of Directors shall not exceed the aggregate Current Market Price (an "Optional Conversion Notice"as defined in Section 7(e)(viii) hereof) of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are or such other securities being issued, less any cash consideration paid for such shares, determined as provided in Section 7(e)(i)(a) hereof and less any other consideration received by the Corporation for such shares, determined as set forth in Section 7(e)(i)(c) hereof. c. In the case of the issuance of Common Stock for consideration in whole or in part other than cash or property, the value of such other consideration shall be deemed to be issued. If the holders aggregate par value of a majority such Common Stock (or the aggregate stated value if such Common Stock has no par value). d. In the case of the outstanding issuance of options or other rights to purchase or subscribe for Common Stock or the issuance of securities by their terms convertible into or exchangeable or exercisable for Common Stock or options to purchase or other rights to subscribe for such convertible or exchangeable or exercisable securities: i. the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Sections 7(e)(i)(a), (b) and (c) hereof), if any, received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby (the consideration in each case to be determined in the manner provided in Sections 7(e)(i)(a), (b) and (c) hereof); ii. the aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 7(e)(i)(a), (b) and (c) hereof); iii. if there is any change (whether automatic pursuant to the terms contained therein or as a result of the amendment of such terms) in the exercise price of, or number of shares deliverable upon exercise of, any such options or rights or upon the conversion or exchange of any such convertible or exchangeable securities (other than a change resulting from the original antidilution provisions thereof in place at the time of issuance of such security), then the Series C Preferred B Conversion Price shall automatically be readjusted in proportion to such change (notwithstanding the foregoing, no adjustment pursuant to this clause shall have the effect of increasing the Series B Conversion Price to an amount which exceeds the lower of (i) the Series B Conversion Price on the original adjustment date, or (ii) the Series B Conversion Price that would have resulted from any Dilutive Issuances between the original adjustment date and such readjustment date); iv. upon the expiration of any such options or rights or the termination of any such rights to convert or exchange such convertible or exchangeable securities (or in the event that the change that precipitated an adjustment pursuant to Section 7(e)(i)(d)(iii) hereof is reversed or terminated, or expires), then the Series B Conversion Price shall be automatically readjusted to the Series B Conversion Price that would have been obtained had such options, rights or convertible or exchangeable securities not been issued; and v. if the terms of any option or convertible security (excluding options or convertible securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock give notice of conversion under paragraph A abovewhich are Excluded Stock), the issuance of which was not a Dilutive Issuance, are revised after the Series B Original Issuance Date (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such option or convertible security or (2) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such option or convertible security, as so amended, and the shares of Common Stock subject thereto shall notify all other record holders be deemed to have been issued effective upon such increase or decrease becoming effective. e. In the case of the issuance of shares of Common Stock on more than one date that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series C Preferred Stock (B Conversion Price pursuant to the terms of this Section 7(e), and such issuance dates occur within a "Mandatory Conversion Notice"). Following receipt period of a Mandatory Conversion Noticeno more than 90 days from the first such issuance to the final such issuance, then, upon the final such issuance, the holders Series B Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyfirst such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) If a Change of Control occurs or a Qualified Initial Public Offering occurs prior to repayment of this Note in full, then Investor has the holder thereof or (ii) the holders of a majority of right, at Investor’s option, to convert the outstanding shares principal amount of Series C Preferred Stock, at any time, at this Note and all accrued and unpaid interest on this Note immediately prior to the office closing of the Corporation such Change of Control or any transfer agent for such Series, Qualified Initial Public Offering into one thousand (1,000) fully paid and nonassessable shares of the Company’s Common Stock subject at a price per share equal to the Conversion Price. (xii) If the Company shall have delivered a Prepayment Notice, then the Investor has the right, at Investor’s option, to adjustment from time convert the outstanding principal amount of this Note to time as provided below (as so adjusted, the "conversion ratio") be prepaid and (y) (all accrued and unpaid interest thereon immediately prior to the consummation scheduled prepayment date into fully paid and nonassessable shares of the RecapitalizationCompany’s Common Stock at a price per share equal to the conversion price of the series of preferred stock of the Company (other than Series A Preferred Stock) first issued by the Company subsequent to limitations resulting from the available Initial Closing (as defined in the Purchase Agreement) or (ii) if no such shares shall have been issued, the fair market value per share of the Company’s Common Stock, as determined by the Board of Directors of the Company (the “Board”) in good faith (such determination of the fair market value of the Common Stock shall be not be based on any valuation report prepared for purposes of valuing Common Stock as provided under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (“Section 409A”); furthermore, any such valuation shall be based on a methodology for determination of the fair market value of the Common Stock which assumes that the number of shares of Common Stock which may be reserved outstanding includes the conversion of all outstanding securities convertible into or exchangeable for issuance upon such conversionCommon Stock on an as-converted (including, but not limited to, the preferred stock and any convertible debt instruments of the Company)); provided, however, that any conversion pursuant to clause (ii) above if the Investor disputes the Board’s determination of less than all fair market value of the outstanding shares Company’s Common Stock, the Investor shall be entitled to have the fair market value of Series C Preferred the Company’s Common Stock determined by an independent appraiser selected by the Investor and reasonably acceptable to the Company (such determination of the fair market value of the Common Stock shall be not be based on any valuation report prepared for purposes of valuing Common Stock as provided under Section 409A; furthermore, any such valuation shall be based on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation methodology for determination of the Recapitalization, fair market value of the Common Stock which assumes that the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If outstanding includes the holders conversion of a majority all outstanding securities convertible into or exchangeable for Common Stock on an as-converted (including, but not limited to, the preferred stock and any convertible debt instruments of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"Company)). Following receipt All costs of a Mandatory Conversion Notice, any appraisal under this Section 4(a)(ii) shall be paid equally by the holders of Series C Preferred Stock shall surrender Company and the certificate or certificates therefor dulyInvestor.

Conversion. The holders (a) At the option of the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred StockHolder, at any time, subject to Section 3(e), the Debentures, in whole or in part, may be converted on the Conversion Date (as defined below) at the office of the Corporation or any transfer agent for such Seriesprincipal amount thereof, into one thousand (1,000) fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock subject (x) to adjustment from time to time as provided below Stock, including the associated Rights (as so adjusteddefined in the Debenture Purchase Agreement), at the "conversion ratio") and Conversion Price (y) (prior to as defined below), in effect at the consummation time of conversion. The price at which the Recapitalization) to limitations resulting from the available number of shares of Common Stock to be delivered shall be determined upon conversion shall be $5.50 per share of Common Stock (the "Conversion Price"). The Conversion Price shall be adjusted in certain instances as provided in this Debenture, including paragraph (d) of this Section 3. (b) If the Holder elects to convert the Debentures, the Holder shall provide written notice (the "Conversion Notice") to the Company (at the Company's address) which states that the Holder elects to convert such Debenture. In order to exchange the securities, the Holder shall surrender the Debentures, duly endorsed or assigned to the Company or in blank. Subject to Section 3(e), each conversion shall be deemed to have been effected immediately prior to the close of business on the date the Holder delivers the Conversion Notice (the "Conversion Date"). If such day is not a business day, and a day on which the principal national securities exchange or market quotation system on which the Common Stock is then listed or admitted for trading is open (a "Trading Day"), then such conversion will be deemed to have been effected on the next succeeding Trading Day. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver the certificates representing the number of full shares of Common Stock, including the associated Rights, issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 3(c). (c) No fractional shares of Common Stock shall be issued upon conversion of Debentures. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of any Debenture, the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the market price per share of Common Stock at the close of business on the Conversion Date. (d) The Conversion Price shall be subject to the following adjustments: (i) If, on any Conversion Date, the average closing price of the Common Stock during the twenty trading days immediately preceding the Conversion Date is less than the Conversion Price ($5.50, before any anti-dilution adjustments pursuant to this Agreement including Section 3(d)(ii)-(vii)), then the Conversion Price shall be reduced to such average closing price (the "Market Conversion Price"). Adjustments to the Conversion Price pursuant to this subsection (i) are referred to as "Market Adjustments"; all other adjustments to the Conversion Price provided in this Debenture are "Anti-Dilution Adjustments". (ii) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (iii) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company in Common Stock, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reserved reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for issuance such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. (iv) In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Conversion Price, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such rights or warrants shall be adjusted to such subscription or purchase price, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. (v) In case the Company shall issue Common Stock (other than shares of Common Stock issued upon exercise of rights, options and warrants outstanding as of the date hereof), or rights, options or warrants convertible into, or exchangeable or exercisable for, Common Stock to any third party, or shall reprice or adjust the conversion, exchange or exercise price of rights, options or warrants outstanding as of the date hereof, at or to a price per share of Common Stock less than the Conversion Price, the Conversion Price in effect at the opening of business on the day following the date of such issuance, repricing or adjustment shall be adjusted to such issue, conversion, exchange or exercise price or, in the case of a repricing or adjustment, such conversion, exchange or exercise price as so adjusted, such reduction to become effective immediately after the opening of business on the day following the date of such issuance, repricing or adjustment, as the case may be, provided, that any conversion no such adjustment shall be made with respect to: (A) up to 3,833,333 shares of Common Stock to be issued for $3 per share in connection with CHS's acquisition of SIS Distribution Ltd.; (B) up to 2,653,000 shares of Common Stock to be issued for $3 per share in connection with CHS's acquisition of Micro Informatica Corp.; or (C) shares of Common Stock or Preferred Stock issued pursuant to the Rights Agreement. (vi) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in clause (iv) of this Section, any dividend or distribution paid in cash out of the retained earnings of the Company and any dividend or distribution referred to in clause (iii) of this Section), the Conversion Price in effect at the opening of business on the date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the Conversion Price on the date fixed for such determination less the then fair market value of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such Conversion Price, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for such determination. (vii) The reclassification of Common Stock into securities including other than Common Stock shall be deemed to involve (A) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution" and "the date fixed for such determination" within the meaning of clause (vi) of this Section), and (B) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of clause (ii) above of less this Section). (e) If the Holder elects to convert the Debenture and deliver a Conversion Notice to the Company which provides for conversion at a Conversion Price which is lower than all the initial Conversion Price, as adjusted only for Anti-Dilution Adjustments, then the Company shall have the right to redeem the Debenture intended to be converted 60 days after delivery of the outstanding shares Conversion Notice. The Closing of Series C Preferred Stock the redemption, if any, shall occur on the sixtieth day following delivery of the Conversion Notice. During the sixty day period the Holder shall have the right at any time to rescind the Conversion Notice by written notice to the Company; and consequently such redemption shall automatically be terminated. (f) Whenever the Conversion Price is adjusted pursuant to Section 3(d): (i) the Company shall compute the adjusted Conversion Price and shall prepare a certificate signed by the Company setting forth the adjusted Conversion Price showing in reasonable detail the facts upon which such adjustment is based; and (ii) a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall forthwith be prepared, and as soon as practicable after it is prepared (together with a copy of the certificate referred to in clause (i) above), such notice shall be on a pro rata basis amongst mailed by the Company to all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyHolders.

Conversion. (a) The holders Holder agrees, on or prior to June 30, 2013 (the “Termination Date”), subject to the conditions set forth herein, to convert the Holder’s Conversion Amount into the number of Shares set forth on Schedule A, in accordance with the terms and conditions of the Series C Preferred Stock shall have conversion rights Note issued in the name of the Holder. Provided that the Conversion Notice (as follows: A. Each share of Series C Preferred Stock shall be convertible at defined in the direction of, and by notice Note) is received on or prior to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any timeTermination Date, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below Closing (as so adjusteddefined below), the "conversion ratio") and (y) (prior Company shall issue a Warrant to the consummation of the Recapitalization) to limitations resulting from the available purchase that number of shares of Common Stock (the “Warrant Shares”) equal to 75% of the number of Shares issued to the Holder in connection with the Conversion, as set forth beside the Holder’s name on Schedule A. The Shares and Warrant are collectively referred to herein as the “Securities.” (b) The consummation of the transactions contemplated by this Agreement shall take place at a closing (the "Closing") on the date on which may be reserved for issuance upon such conversionthe last of the conditions set forth in Section 4 below are fulfilled, providedbut in all cases on or before June 30, that any conversion 2013. If the Closing does not occur on or before the Termination Date, the Holder shall retain all rights to convert the Holder’s Notes pursuant to clause the terms of conditions of the Notes, but this Agreement shall have no further force and effect and the Holder shall have no right to receive the Warrant or the Warrant Shares. Upon the Holder’s execution of this Agreement prior to the Termination Date, the Holder shall deliver the Conversion Notice and its Note for cancellation and within five business days of receipt of the Conversion Notice and Note for cancellation, the Company shall deliver to the Holder (i) certificates representing the Shares to which the Holder is entitled as a result of such Conversion and (ii) above the Warrant representing the Warrant Shares to which the Holder is entitled as a result of less than all such Conversion. From and after the delivery of the outstanding shares of Series C Preferred Stock Securities, the Notes shall be on a pro rata basis amongst all holders of Series C Preferred Stockcancelled. After consummation the Closing, the Company shall have no further obligation to pay either cash or Common Stock, other than the Shares and, upon exercise of the RecapitalizationWarrant, the number "1,000" in this paragraph shall be "1"Warrants Shares, subject for principal, interest or any other fees due under the Notes to adjustment as provided in paragraph VIII.G. B. the Holder. If a holder Holder has lost its Notes and is unable to deliver its Notes, it shall immediately submit an affidavit of Series C Preferred Stock gives notice loss and indemnity agreement so that the Notes may be replaced and deemed cancelled in accordance with the terms hereof (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of each a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"“Lost Note Affidavit”). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor duly.

Conversion. The holders of (a) Subject to the Series C Preferred Stock shall have conversion rights as follows: A. Each terms and conditions set forth herein, each share of Series C Preferred Stock shall be convertible at into a number of fully paid and non-assessable shares of Common Stock as is equal, subject to Section 7(g), to a fraction, the direction ofnumerator of which shall be the Common Stock Conversion Number and the denominator of which shall be the number of shares of Preferred Stock issued and outstanding on the date of conversion. The Common Stock Conversion Number shall initially be 50,000,000, and shall be subject to adjustment as set forth in this Section. Such conversion right may only be exercised by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand Stock surrendering certificates (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratioSurrendered Certificates") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all representing a majority of the outstanding shares of Series C Preferred Stock shall to the Corporation at any time during usual business hours at its principal place of business to be on a pro rata basis amongst all maintained by it, accompanied by written notice that the holders of Series C Preferred Stock. After consummation a majority of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder outstanding shares of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, elect to convert such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, shares and shall state therein specifying the name or names (with address) in which the a certificate or certificates for shares of Common Stock are to be issuedissued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(j). If Upon such surrender, all shares of Preferred Stock shall automatically be converted into Common Stock as provided in this Section. Notwithstanding the foregoing provisions or anything set forth herein or in the Certificate, any shares of Preferred Stock remaining outstanding on December 28, 2004 shall be and be deemed to have been converted into Common Stock at the Conversion Number then in effect. (b) As promptly as practicable after the surrender, as herein provided, of shares of Preferred Stock for conversion pursuant to Section 7(a), the Corporation shall deliver to all holders of Preferred Stock a written notice informing such holders (i) that the holders of a majority of the outstanding shares of Series C Preferred Stock give notice have delivered their certificates for such shares to the Corporation in satisfactory form for conversion into Common Shares pursuant to the requirements of this Section 7, (ii) that, as result of such delivery, all outstanding Preferred Stock has been converted into the right to receive Common Stock and (iii) of the Common Stock Conversion Number and instructing such holders to surrender the certificates representing their Preferred Stock to the Corporation in the manner specified in Section 7(a) above in order to receive certificates representing the Common Stock deliverable upon the conversion under paragraph A aboveof their Preferred Stock. As promptly as practicable after the surrender of any certificates representing Preferred Stock in accordance with the requirements of this Section 7, the Corporation shall notify deliver to or upon the written order of the holder of such shares so surrendered a certificate or certificates representing the number of fully paid and non-assessable shares of Common Stock into which such shares of Preferred Stock may be or have been converted in accordance with the provisions of this Section 7. Subject to the following provisions of this paragraph and of Section 7(d), such conversion shall be deemed to have been made immediately prior to the close of business on the date that such shares of Preferred Stock shall have been surrendered in satisfactory form for conversion, and the Person or Persons entitled to receive the Common Stock deliverable upon conversion of such shares of Preferred Stock shall be treated for all purposes as having become the record holder or holders of such Common Stock at such appropriate time, and such conversion shall be based on the Common Stock Conversion Number in effect at such time; provided, however, that no surrender shall be effective to constitute the Person or Persons entitled to receive the Common Stock deliverable upon such conversion as the record holder or holders of such Common Stock while the share transfer books of the Corporation shall be closed (but not for any period in excess of five days), but such surrender shall be effective to constitute the Person or Persons entitled to receive such Common Stock as the record holder or holders thereof for all purposes immediately prior to the close of business on the next succeeding day on which such share transfer books are open, and such conversion shall be deemed to have been made at, and shall be based on the Common Stock Conversion Number in effect at, such time on such next succeeding day. (c) To the extent permitted by law, when shares of Preferred Stock are converted, all dividends declared and unpaid on the Preferred Stock so converted to the date of conversion shall be immediately due and payable and must accompany the shares of Common Stock issued upon such conversion. (d) The Common Stock Conversion Number shall be subject to adjustment as follows: (i) In case the Corporation shall at any time or from time to time (A) pay a dividend or make a distribution on the outstanding shares of Common Stock in capital stock (which, for purposes of this Section 7(d) shall include, without limitation, any dividends or distributions in the form of options, warrants or other rights to acquire capital stock) of the Corporation, (B) subdivide the outstanding shares of Common Stock into a larger number of shares, (C) combine the outstanding shares of Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Common Stock then, and in each such case, the Common Stock Conversion Number in effect immediately prior to such event shall be adjusted to equal the Common Stock Conversion Number in effect immediately prior to such action multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding after the action described in clauses (A) through (D) and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such action. An adjustment made pursuant to this Section 7(d)(i) shall become effective retroactively (A) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (B) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective. (ii) In case the Corporation shall at any time or from time to time issue shares of Common Stock (or securities convertible into or exchangeable for Common Stock, or any options, warrants or other rights to acquire shares of Common Stock) for a consideration per share less than the Current Market Price per share of Common Stock then in effect at the record date or issuance date, as the case may be (the "Date"), referred to in the following sentence (treating the consideration per share of any security convertible or exchangeable or exercisable into Common Stock as equal to (A) the sum of the price for such security convertible, exchangeable or exercisable into Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Common Stock divided by (B) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), then, and in each such case, the Common Stock Conversion Number in effect shall be adjusted by multiplying the Common Stock Conversion Number in effect on the day immediately prior to the Date by a fraction (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding on the Date plus the number of additional shares of Common Stock issued or to be issued (or the maximum number into which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be exercised) and (y) the denominator of which shall be the sum of the number of shares of Common Stock outstanding on the Date plus the number of shares of Common Stock which the aggregate consideration for the total number of such additional shares of Common Stock (or securities convertible into or exchangeable for Common Stock, or any options, warrants or other rights to acquire shares of Common Stock) plus the aggregate amount of any additional consideration initially payable (without regard to any anti-dilution adjustments) upon such conversion, exchange or exercise of such security into Common Stock would purchase at the Current Market Price per share of Common Stock on the Date. Such adjustment shall be made whenever such shares, securities, options, warrants or other rights are issued, and shall become effective retroactively to a date immediately following the close of business (i) in the case of issuance to stockholders of the Corporation, as such, on the record date for the determination of stockholders entitled to receive such shares, securities, options, warrants or other rights and (ii) in all other record holders cases, on the date ("issuance date") of Series C Preferred such issuance; provided that: (A) the determination as to whether an adjustment is required to be made pursuant to this Section 7(d)(ii) shall be made upon the issuance of such shares or such convertible or exchangeable securities, options, warrants or other rights; (B) if any convertible or exchangeable securities, options, warrants or other rights (or any portions thereof) which shall have given rise to an adjustment pursuant to this Section 7(d)(ii) shall have expired or terminated without the exercise thereof and/or if by reason of the terms of such convertible or exchangeable securities, options, warrants or other rights there shall have been an increase or increases or decrease or decreases, with the passage of time or otherwise, in the price payable upon the exercise or conversion thereof, then the Common Stock Conversion Number hereunder shall be readjusted (but to no greater extent than originally adjusted) on the basis of (x) eliminating from the computation any additional shares of Common Stock corresponding to such convertible or exchangeable securities, options, warrants or other rights as shall have expired or terminated, (y) treating the additional shares of Common Stock, if any, actually issued or issuable pursuant to the previous exercise of such convertible or exchangeable securities, options, warrants or other rights as having been issued for the consideration actually received and receivable therefor and (z) treating any of such convertible or exchangeable securities, options, warrants or other rights which remain outstanding as being subject to exercise or conversion on the basis of such exercise or conversion price as shall be in effect at the time of adjustment; and (C) no adjustment in the Common Stock Conversion Number shall be made pursuant to this Section 7(d)(ii) as a "Mandatory result of any issuance of securities by the Corporation in respect of which an adjustment to the Common Stock Conversion Notice"Number is made pursuant to Section 7(d)(i). Following receipt . (iii) In the case the Corporation, at any time or from time to time, shall take any action affecting its Common Stock similar to or having an effect similar to any of the actions described in any of Section 7(d)(i) and Section 7(d)(ii), or Section 7(h) (but not including any action described in any such Section) and the Board of Directors of the Corporation in good faith determines that it would be equitable in the circumstances to adjust the Common Stock Conversion Number as a Mandatory result of such action, then, and in each such case, the Common Stock Conversion NoticeNumber shall be adjusted in such manner and at such time as the Board of Directors of the Corporation in good faith determines would be equitable in the circumstances (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the holders of Series C the Preferred Stock). (iv) Notwithstanding anything herein to the contrary, no adjustment under this Section 7(d) shall be made upon the grant of options to employees or directors of the Corporation pursuant to benefit plans approved by the Board of Directors of the Corporation or upon the issuance of shares of Common Stock upon exercise of such options if the exercise price thereof was not less than the Market Price of the Common Stock on the date such options were granted. (e) If the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter and before the distribution to stockholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Common Stock Conversion Number then in effect shall be required by reason of the taking of such record. (f) Upon any increase or decrease in the Common Stock Conversion Number, then, and in each such case, the Corporation promptly shall deliver to each registered holder of Preferred Stock at least 10 Business Days prior to effecting any of the foregoing transactions a certificate, signed by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased Common Stock Conversion Number then in effect following such adjustment. (g) No fractional shares or scrip representing fractional shares shall be issued upon the conversion of any shares of Preferred Stock. If more than one share of Preferred Stock shall surrender be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered. If the conversion of any share or shares of Preferred Stock results in a fraction, an amount equal to such fraction multiplied by the Current Market Price of the Common Stock on the Business Day preceding the day of conversion shall be paid to such holder in cash by the Corporation. (h) In case of any capital reorganization or reclassification or other change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value), or in case of any consolidation or merger of the Corporation with or into another Person (other than a consolidation or merger in which the Corporation is the resulting or surviving Person and which does not result in any reclassification or change of outstanding Common Stock), or in case of any sale or other disposition to another Person of all or substantially all of the assets of the Corporation (any of the foregoing, a "Transaction"), the Corporation, or such successor or purchasing Person, as the case may be, shall execute and deliver to each holder of Preferred Stock at least 10 Business Days prior to effecting any of the foregoing Transactions a certificate that the holder of each share of Preferred Stock then outstanding shall have the right thereafter to convert such share of Preferred Stock into the kind and amount of shares of stock or certificates therefor dulyother securities (of the Corporation or another issuer, the "Other Securities")) or property or cash receivable upon such Transaction by a holder of the number of shares of Common Stock into which such share of Preferred Stock could have been converted immediately prior to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. If, in the case of any such Transaction, the Other Securities, cash or property receivable thereupon by a holder of Common Stock includes shares of stock or other securities of a Person other than the successor or purchasing Person and other than the Corporation, which controls or is controlled by

Conversion. The Class E Partnership Preferred Units shall be convertible by the holders of the Series C Preferred Stock shall have conversion rights thereof as follows: A. Each share (1) Upon any conversion of Series C shares of Class E Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock, the General Partner shall cause a number of Class E Partnership Preferred Units equal to the number of such converted shares of Class E Preferred Stock subject (x) to adjustment be converted by the holders thereof into Partnership Common Units. The conversion ratio in effect from time to time for the conversion of Class E Partnership Preferred Units into Partnership Common Units pursuant to this Section 9 shall at all times be equal to, and shall be automatically adjusted as provided below (as so adjustednecessary to reflect, the "conversion ratio"ratio in effect from time to time for the conversion of Class E Preferred Stock into Common Stock. (2) and If the Previous General Partner shall after the Issue Date (yi) pay a dividend or make a distribution on the Class E Preferred Stock in shares of Common Stock, (prior ii) subdivide its outstanding Class E Preferred Stock into a greater number of shares, (iii) combine its outstanding Class E Preferred Stock into a smaller number of shares, or (iv) issue any shares of capital stock by reclassification of its outstanding Class E Preferred Stock, then the Partnership shall contemporaneously do the same with respect to the consummation Class E Partnership Preferred Units. If the Previous General Partner shall after the Issue Date issue rights, options or warrants to all holders of Class E Preferred Stock entitling them to subscribe for or purchase Class E Preferred Stock, then upon the Recapitalization) subscription for or purchase of shares of Class E Preferred Stock pursuant thereto, the Previous General Partner shall contribute the proceeds from such subscription or purchase to limitations resulting from the available Partnership in exchange for a number of Partnership Preferred Units equal to the number of shares of Class E Preferred Stock so subscribed for or purchased. (3) Each conversion of Class E Partnership Preferred Units into Partnership Common Units shall be deemed to have been effected at the same time and date that the corresponding conversion of Class E Preferred Stock into Common Stock which may be reserved for issuance upon such conversion, provided, that is deemed to have been effected. (4) The Partnership will pay any conversion pursuant to clause (ii) above of less than and all documentary stamp or similar issue or transfer taxes payable in respect of the outstanding shares issue or delivery of Series C Partnership Common Units upon conversion of Class E Partnership Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyUnits pursuant hereto.

Conversion. The holders of If any and all amounts due hereunder are not paid in full on or before the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders closing of a majority of the outstanding shares of Series C Preferred Stock, at any timeQualified Financing, at the office election of Holder, the Corporation or entire principal balance of this Note, together with any transfer agent for such Seriesaccrued and unpaid interest thereon, shall convert into one thousand (1,000) fully paid and nonassessable non-assessable shares (rounded up to the nearest whole share) of Common Stock subject the series of preferred stock of the Company issued pursuant to such Qualified Financing (x) the “Conversion Shares”), such conversion to adjustment from time to time as provided below (as so adjustedoccur promptly following the delivery by Holder of a Notice of Conversion, the "form of which is attached hereto as Annex A (each, a “Notice of Conversion”). The number of Conversion Shares to be issued to Holder upon conversion ratio") and (y) (prior of this Note pursuant to a Qualified Financing shall be equal to the consummation quotient obtained by dividing the entire principal balance of this Note, together with any accrued and unpaid interest thereon, as of the Recapitalizationdate of conversion, by the Mandatory Conversion Price. A “Qualified Financing” shall mean sale (or series of related sales, all of which are consummated within ninety (90) to limitations resulting from days of each other) by the available number Company of shares of Common Stock which may be reserved for preferred stock after March 27, 2020 with the principal purpose of raising capital and with aggregate gross cash proceeds to the Company of not less than $3,600,000 (or such other amount approved in writing by Holder). The issuance upon such conversion, provided, that any conversion of Conversion Shares pursuant to clause the conversion of this Note in connection with a Qualified Financing shall be upon and subject to the same terms and conditions applicable to the Conversion Shares sold in the Qualified Financing. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (iior other type of guarantee or notarization) above of less than all any Notice of Conversion from be required. To effect conversions hereunder, the Holder shall physically surrender this Note to the Company as promptly as is reasonably practicable after Holder’s receipt of the outstanding shares Conversion Shares. Upon conversion of Series C Preferred Stock this Note in full, Company shall be on a pro rata basis amongst forever released from all holders its obligations and liabilities under this Note and this Note shall be deemed to be cancelled as of Series C Preferred Stock. After consummation such time and any collateral of the Recapitalization, Company pledged under the number "1,000" in this paragraph Security Agreement shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyreleased.”

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. (a) Each share of this Series C Preferred Stock shall may be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, converted at any time, at the option of the holder thereof, in the manner hereinafter provided, into fully-paid and nonassessable Common Shares, provided, however, that on any redemption of any shares of this Series or any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the full business day next preceding the date fixed for such redemption or for the payment of any amounts distributable on liquidation to the holders of the shares of this Series. The initial conversion rate for shares of this Series shall be one Common Share for each one share of this Series surrendered for conversion, representing an initial conversion price (for purposes of Section 7(g)) of U.S. $1.35 per share of the Corporation's Common Shares (hereinafter, the "Conversion Price"). The applicable conversion rate and Conversion Price from time to time in effect are subject to adjustment as hereinafter provided. (b) Whenever the Conversion Price shall be adjusted as provided in Section 7(g) hereof, the Corporation shall forthwith file at each office designated for the conversion of the shares of this Series, a statement, signed by any of the Chairman of the Board, the President, any Vice President or the Treasurer of the Corporation, showing in reasonable detail the facts requiring such adjustment. The Corporation shall also cause a notice setting forth any such adjustments to be sent by mail, first class, postage prepaid, to each record holder of shares of this Series at his or its address appearing on the stock register. If such notice relates to an adjustment resulting from an event referred to in paragraph 7(g)(vii), such notice shall be included as part of the notice required to be mailed and published under the provisions of paragraph 7(g)(vii) hereof. (c) The right of conversion shall be exercised by the holder by the surrender of the certificates representing shares of this Series to be converted to the Corporation at any time during normal business hours at the office or agency then maintained by it for the conversion of shares of this Series (the "Conversion Office"), accompanied by written notice to the Corporation of such holder's election to convert and, if so required by the Corporation or any conversion agent, by an instrument of transfer, in form satisfactory to the Corporation and to any conversion agent, duly executed by the registered holder or by such holder's duly authorized attorney, and transfer agent tax stamps or funds therefor, if required pursuant to Section 7(k). (d) As promptly as practicable after the surrender for conversion of one or more certificates representing any shares of this Series in the manner provided in Section 7(c) and the payment in cash of any amount required by the provisions of Section 7(k), the Corporation will deliver or cause to be delivered at the Conversion Office to or upon the written order of the holder of such shares, a certificate or certificates representing the number of full Common Shares issuable upon such conversion, issued in such name or names as such holder may direct, subject to any applicable contractual restrictions and any restrictions imposed by applicable securities laws. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of certificates representing shares of this Series in proper order for conversion, and all rights of the holder of such shares as a holder of such shares shall cease at such time, and the person or persons in whose name or names the certificates for such SeriesCommon Shares are to be issued shall be treated for all purposes as having become the record holder or holders thereof at such time; provided, into one thousand however, that any such surrender on any date when the stock transfer books of the Corporation shall be closed shall constitute the person or persons in whose name or names the certificates for such Common Shares are to be issued as the record holder or holders thereof for all purposes immediately prior to the close of business on the next succeeding day on which such stock transfer books are opened. (1,000e) fully paid and nonassessable Upon conversion in the manner provided in this Section 7 of only a portion of the number of shares of this Series represented by a certificate so surrendered for conversion, the Corporation shall issue and deliver or cause to be delivered at the Conversion Office to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate or certificates representing the number of shares of this Series representing the unconverted portion of the certificate so surrendered, issued in such name or names as such holder may direct, subject to any applicable contractual restrictions and any restrictions imposed by applicable securities laws. (f) All shares of this Series which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall forthwith cease and terminate except only the right of the holder thereof to receive Common Stock subject (x) to adjustment Shares in exchange therefor. Any shares of this Series so converted shall be retired and canceled and shall not be reissued, and the Corporation may from time to time take such appropriate action as provided below (as so adjusted, may be necessary to reduce the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of authorized shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of this Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyaccordingly.

Conversion. (a) The holders of the Series C Preferred Stock Lender shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stockoption, at any time, at time or from time to time until this Note shall have been paid in full to convert the office outstanding principal and accrued interest of the Corporation or any transfer agent for such Series, this Note into one thousand (1,000) fully fully-paid and nonassessable shares of Common Stock subject the Borrower's voting common stock (xthe "Shares") to adjustment from time to time at the rate of one (1) Share for every One Dollar ($1.00) of such indebtedness then outstanding. (b) As promptly as provided below (as so adjustedpracticable after the surrender of this Note by the Lender, the "conversion ratio") and (y) (prior Borrower shall deliver or cause to be delivered to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversionholder, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being convertedfull number of Shares issuable upon conversion of this Note, in accordance with the provisions hereof. Such conversion shall be deemed to have been made at the office time that this Note was surrendered for conversion and the notice specified herein shall have been received by the Borrower. (c) The number of Shares issuable upon conversion of this Note or repayment by the Borrower in Shares shall be proportionately adjusted if the Borrower shall declare a dividend of capital stock on its capital stock, or subdivide its outstanding capital stock into a larger number of Shares by reclassification, stock split or otherwise, which adjustment shall be made effective immediately after the record date in the case of a dividend, and immediately after the effective date in the case of a subdivision. The number of Shares issuable upon conversion of this Note or any part thereof shall be proportionately adjusted in the amount of securities for which the Shares has been changed or exchanged in another transaction for other stock or securities, cash and/or any other property pursuant to a merger, consolidation or other combination. The Borrower shall promptly provide the holder of this Note with notice of any events mandating an adjustment to the conversion ratio, or for any planned merger, consolidation, Share exchange or sale of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyBorrower.

Conversion. The holders Subject to Sections 1.5(g), 1.7 and 1.8, at the Effective Time, by virtue of the Series C Preferred Stock shall have conversion rights as followsMerger and without any further action on the part of Parent, Merger Sub, the Company, any stockholder of the Company or any other Person: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) each share of Capital Stock held in the holder thereof Company’s treasury or owned by Parent, Merger Sub, the Company or any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time, if any, shall be extinguished and canceled without payment of any consideration with respect thereto; (ii) each share of Common Stock issued and outstanding immediately prior to the holders Effective Time (all such issued and outstanding shares, other than any share of a majority Common Stock to be cancelled pursuant to Section 1.5(a)(i), the “Outstanding Capital Stock”) shall be converted automatically into the right to receive (following the surrender of the outstanding shares certificate representing such share of Series C Preferred StockCommon Stock or the delivery of an appropriate affidavit, at in each case, in accordance with Section 1.8): (A) an amount in cash per share of Common Stock equal to: (1) Per Share Amount; minus (2) the Per Share Escrow Amount; minus (3) the Per Share Expense Amount; (B) any time, at the office cash disbursements required to be made out of the Corporation or Escrow Amount with respect to such share to the former holder thereof in accordance with the Escrow Agreement, as and when such disbursements are required to be made; (C) any transfer agent for cash disbursements required to be made out of the Expense Amount with respect to such Seriesshare to the former holder thereof in accordance with this Agreement, as and when such disbursements are required to be made. (iii) each share of the common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted automatically into one thousand (1,000) fully paid and nonassessable share of common stock of the Surviving Corporation and shall constitute the only outstanding share of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of Common Stock subject (x) common stock of Merger Sub shall be deemed for all purposes to adjustment from time to time as provided below (as so adjusted, represent the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock common stock of the Surviving Corporation into which may be reserved for issuance upon such conversionthe shares of common stock of Merger Sub were converted in accordance with the immediately preceding sentence. The amount of cash, providedif any, that each Effective Time Holder is entitled to receive at any conversion pursuant to clause (ii) above of less than all of particular time for the outstanding shares of Series C Preferred Outstanding Capital Stock held by such Effective Time Holder or the shares of Capital Stock subject to Outstanding Vested Options (as defined in Section 1.6(a)) shall be on a pro rata basis amongst rounded to the nearest cent (with $0.005 being rounded upward) and computed after aggregating the cash amounts payable at such time for all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common each class and series of Outstanding Capital Stock are to be issued. If the holders of represented by a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify particular stock certificate and all other record holders of Series C Preferred Stock (Outstanding Vested Options held by such Effective Time Holder represented by a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyparticular option grant.

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) Once per Quarter after (i) the holder thereof or eighth anniversary of the Class A Closing Date (the “Initial Conversion Date”), (ii) a period of twelve (12) consecutive Quarters during which any Class A Unpaid Distributions remain unpaid, (iii) a period of 365 consecutive days during which the Common Units are no longer listed or admitted for trading on a National Securities Exchange, or (iv) the fourth anniversary of the Class A Closing Date and a period of 180 consecutive days during which the Common Units are no longer listed or admitted for trading on a National Securities Exchange, any holder or holders of a majority Class A Preferred Units may elect to convert Class A Preferred Units, so long as the aggregate amount of Class A Preferred Units to be converted exceeds the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, Minimum Conversion Amount into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject Units by delivery of: (x) written notice to adjustment from time to time as provided below the Partnership (as so adjustedthe “Conversion Notice” and, the "conversion ratio"date on which such notice is delivered to the Partnership, the “Conversion Notice Date”) setting forth the number of Class A Preferred Units to be converted, and (y) (prior if such Class A Preferred Units are represented by certificates, a Class A Preferred Unit Certificate to the consummation Transfer Agent representing an amount of Class A Preferred Units at least equal to the Recapitalization) amount such Class A Preferred Holder is electing to limitations resulting from convert (or an instruction letter to the available number of shares of Common Stock which Transfer Agent if the Class A Preferred Units are in book-entry form), together with such additional information as may be reserved for issuance upon such conversion, requested by the Transfer Agent; provided, however, that any conversion the entitlement pursuant to clause (ii) above of less than shall terminate on the date at which all of Class A Unpaid Distributions have been paid in full; provided, further, that the outstanding shares of Series C entitlements pursuant to clauses (iii) and (iv) above shall terminate on the date at which the Common Units are listed or admitted for trading on a National Securities Exchange. The Class A Preferred Stock Units held by any Class A Preferred Holder shall be on converted into Common Units pursuant to this Section 5.10(f)(i) shall be converted into Common Units at the Conversion Rate then in effect; provided, however, that for the purposes of a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of conversion pursuant to the Recapitalizationentitlements set forth in clauses (iii) and (iv) above, the number "1,000" in this paragraph Conversion Rate shall be "1"calculated with the Conversion Price being equal to a price agreed to by the Partnership and a Class A Preferred Unit Majority (provided that prior to the Blackstone Consent Termination Date, subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C such Class A Preferred Stock gives notice (an "Optional Unit Majority shall include the Blackstone Purchasers) or, failing agreement within 15 days after the Conversion Notice") of conversion under paragraph , by an independent investment banking firm or other independent expert selected by a Class A abovePreferred Unit Majority (provided that prior to the Blackstone Consent Termination Date, such holder Class A Preferred Unit Majority shall surrender include the Blackstone Purchasers) and the Partnership, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. The aggregate number of Common Units issued in connection with any conversion effected pursuant to this Section 5.10(f)(i) shall be referred to as the “Aggregate Converted Common Units.” In the case of any Certificate representing Class A Preferred Units which are converted in part only, upon such Optional Conversion Notice conversion the duly endorsed certificate or certificates for Transfer Agent shall authenticate and deliver to the Series C Class A Preferred Stock being convertedHolder thereof, at the office expense of the Corporation or Partnership, a new Certificate representing the number of Class A Preferred Units not so converted. (ii) The Partnership may, at any transfer agent for such Seriestime after the twelfth anniversary of the Class A Closing Date, cause any and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are all Outstanding Class A Preferred Units to be issuedconverted into Common Units at the Conversion Rate then in effect (the “Voluntary Conversion Right”). If The Partnership shall provide written notice (the holders “Voluntary Conversion Notice”) to the Class A Preferred Holders not more than 45 days and not less than 10 days in advance of the expected conversion date set forth therein. Upon delivery of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Voluntary Conversion Notice, the holders Partnership shall be irrevocably obligated to convert the Class A Preferred Units on the expected conversion date set forth in such notice. (iii) If a Conversion Notice is delivered by a Class A Preferred Holder to the Partnership in accordance with Section 5.10(f)(i), the Partnership shall issue the Common Units in respect of Series C such converted Class A Preferred Units no later than five (5) Business Days after the Conversion Notice Date. On the Conversion Date, the Partnership shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to electronically transmit the Common Units issuable upon conversion to such Class A Preferred Holder (or designated recipient(s)), by crediting the account of the Class A Preferred Holder (or designated recipient(s)) through its Deposit Withdrawal Agent Commission system. The parties agree to coordinate with the Transfer Agent to accomplish this objective. Upon issuance of Common Units to the Class A Preferred Holder, all rights under the converted Class A Preferred Units shall cease, and such Class A Preferred Holder shall be treated for all purposes as the Record Holder of such Common Units. (iv) In lieu of issuing any fractional Common Unit upon the conversion of a Class A Preferred Unit pursuant to this Section 5.10(f), the Partnership shall, at its option, round the number of Common Units issued upon conversion of each Class A Preferred Unit (A) up to the nearest whole Common Unit or (B) down to the nearest whole Common Unit and pay cash in lieu of any such fractional Common Unit. (v) Upon conversion, the rights of a holder of converted Class A Preferred Units as a Class A Preferred Holder shall cease with respect to such converted Class A Preferred Units, including any rights under this Agreement with respect to Class A Preferred Holders, and such Person shall continue to be a Limited Partner. Each Class A Preferred Unit shall, upon its Conversion Date, be deemed to be transferred to, and cancelled by, the Partnership in exchange for the issuance of the Common Unit(s) into which such Class A Preferred Unit converted. Notwithstanding the foregoing, as the result of a conversion, a holder shall not lose or relinquish any claims or rights of action such holder may then or thereafter have as a result of such holder’s ownership of the converted Class A Preferred Units. (vi) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Class A Preferred Units. However, the Class A Preferred Holder whose Class A Preferred Units are converted shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties due because the Common Units are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulation. (vii) All Common Units delivered upon conversion of the Class A Preferred Units in accordance with this Section 5.10(f) shall be (1) newly issued and (2) duly authorized, validly issued, fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-303, 17-607 or 17-804 of the Delaware Act, and shall be free from preemptive rights and free of any lien, claim, rights or encumbrances, other than those arising under the Delaware Act or this Agreement and other than restrictions on transfer under applicable securities laws. (viii) If the Common Units are then listed, quoted or admitted to trading on the New York Stock Exchange or any other National Securities Exchange or other market, the Partnership shall surrender list or cause to have quoted or admitted to trading and keep listed, quoted or admitted to trading the certificate Common Units issuable upon conversion of the Class A Preferred Units to the extent permitted or certificates therefor dulyrequired by the rules of such exchange or market.

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. (a) Each share of Series C Preferred Class B Common Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,0001) fully paid and nonassessable shares share of Class A Common Stock subject (x) to adjustment from at the option of the holder thereof at any time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior upon written notice to the consummation Corporation. Before any holder of the Recapitalization) to limitations resulting from the available number of shares of Class B Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders entitled to convert any shares of Series C Preferred such Class B Common Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being convertedtherefor, duly endorsed, at the principal corporate office of the Corporation or of any transfer agent for such Seriesthe Class B Common Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Class A Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Common Stock, or to the nominee or nominees or such holder, a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior the close of business on the date of such surrender of the shares of Class B Common Stock to be converted, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. Each share of Class B Common Stock that is converted pursuant to this Section 5(a) shall be retired by the Corporation and shall not be available for reissuance. (b) Each share of Class B Common Stock shall be automatically, without further action by the holder thereof, converted into one (1) fully paid and nonassessable share of Class A Common Stock, upon the occurrence of a Transfer (as defined in Section (E)(2) of this Article IV), other than a Permitted Transfer (as defined in Section (E)(3) of this Article IV), of such share of Class B Common Stock. Each outstanding stock certificate that, immediately prior to such Transfer, represented one or more shares of Class B Common Stock subject to such Transfer shall, upon and after such Transfer, be deemed to represent an equal number of shares of Class A Common Stock, without the need for surrender or exchange thereof. The Corporation shall, upon the request of each such holder and upon receipt of such holder’s outstanding certificate, issue and deliver to such holder new certificates representing such holder’s shares of Class A Common Stock. Each share of Class B Common Stock that is converted pursuant to this Section (B)(5)(b) of Article IV shall be retired by the Corporation and shall not be available for reissuance. (c) The Corporation may, from time to time, establish such policies and procedures, not in violation of applicable law or the other provisions of this Restated Certificate of Incorporation, relating to the conversion of the Class B Common Stock into Class A Common Stock and the dual class common stock structure contemplated by this Restated Certificate of Incorporation, including without limitation the issuance of stock certificates in connection with any such conversion, as it may deem necessary or advisable. If the holders Corporation has reason to believe that a Transfer giving rise to a conversion of a majority shares of Class B Common Stock into Class A Common Stock has occurred but has not theretofore been reflected on the books of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A aboveCorporation, the Corporation may request that the holder of such shares furnish affidavits or other evidence to the Corporation as it reasonably deems necessary to determine whether a conversion of shares of Class B Common Stock to Class A Common Stock has occurred, and if such holder does not within ten (10) days after the date of such request furnish sufficient evidence to the Corporation (in the manner provided in the request) to enable the Corporation to determine that no such conversion has occurred, any such shares of Class B Common Stock, to the extent not previously converted, shall notify all other record holders be automatically converted into shares of Series C Preferred Class A Common Stock (and the same shall thereupon be registered on the books and records of the Corporation. In connection with any action of stockholders taken at a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Noticemeeting or by written consent, the holders stock ledger of Series C Preferred Stock the Corporation shall surrender be presumptive evidence as to who are the certificate stockholders entitled to vote in person or certificates therefor dulyby proxy at any meeting of stockholders or in connection with any written consent and the classes of shares held by each such stockholder and the number of shares of each class held by such stockholder.

Conversion. The holders If any holder of full or fractional shares of Series C Stock surrenders to the Corporation (at the principal office of the Corporation) certificate or certificates representing all or part of the holder's shares of Series C Preferred Stock shall have conversion rights together with either (1) a certificate stating that the holder has received the advice of counsel to the effect that it is permissible under the federal banking laws and regulations applicable to the Corporation that the shares of Series C Stock represented by such certificate or certificates convert as contemplated by this Section 6 or (2) a certificate stating that the holder is transferring the holders' shares in a Widely Dispersed Offering (as defined below) and subsequently transfers the shares in a Widely Dispersed Offering, then the shares of Series C Stock represented by such certificate or certificates will convert as follows: A. Each (a) If at the time of conversion the Series B junior voting preferred stock, par value $0.01 per share, of the Corporation (the "Series B Stock") has not converted into the "Reference Package" of the Series B Stock in accordance with the terms of the certificate of incorporation of the Corporation relating to the Series B Stock, each share of Series C Preferred Stock shall be convertible at of such holder will convert into one share (and any fractional share of such holder will convert into the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders same fraction of a majority share) of the outstanding shares Series B Stock; and (b) Otherwise, each share of Series C Preferred Stock, at Stock of such holder will convert into the Reference Package (and any time, at fractional share of such holder will convert into the office same fraction of the Corporation or any transfer agent for such SeriesReference Package). The holder will be entitled to receive, into one thousand as applicable, (1,0001) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for representing the Series C Preferred B Stock being converted, at the office of the Corporation into which such shares have been converted or of any transfer agent for such Series, and shall state therein the name or names in which the (2) a certificate or certificates for shares of Common Stock are to be issued. If the holders of representing any capital stock comprising a majority part of the outstanding Reference Package and into which their shares have been converted (and, in the case of Series C Preferred Stock give notice of conversion under paragraph A above(2), the Corporation shall notify all any cash or other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyproperty then

Conversion. The holders (a) Subject to the adjustments provided in this Section 5, at the Holder's election and anytime, Holder may convert the Note into an amount of shares of the Series C Preferred Company's Common Stock equal to 3% of the Company's Common Stock, on a fully diluted basis, and shall have be subject to the anti-dilution protections set forth in the Letter Agreement of even date herewith. To the extent that any principal payments are made in respect of the Note and retained by the Holder, the right of Holder to convert the principal amount into the Conversion Shares shall be reduced proportionately based on the ratio between the amount of principal repayed to the original principal amount of this Note. It is intended by the foregoing that to the extent the principal amount has not been retired, that the Holder shall be entitled to the dilution protection set forth in Section 4 of the Letter Agreement including without limitation, such that Holder receives an appropriate amount of Conversion Shares up to 3% of the Company's outstanding Common Stock, computed on a fully diluted basis, upon the conclusion of an Initial Public Offering. (b) Notwithstanding anything in this Agreement to the contrary, in order to preserve for Holder the conversion rights as followsset forth above, the following additional provisions shall apply: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) Prior to any optional prepayment of this Note, Company will provide Lender 10 days written notice of such intent, in which case Holder may notify Company in writing that it is electing to convert all (or the holder thereof or portion subject to prepayment) of this Note into Shares of Common Stock as set forth herein; (ii) In the holders event of a majority of any payment associated with the outstanding shares of Series C Preferred StockCollateral Security Agreements, at the Company will use its best efforts (including requiring any time, at obligors with respect to the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (xCollateral) to adjustment from time to time as provided below notify Holder that a payment has been (as so adjustedor will be) made. In such event, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock Holder shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following have 10 days after receipt of a Mandatory Conversion Notice, such payment to return the holders like amount of Series C Preferred Stock shall surrender cash to Company so as to maintain the certificate or certificates therefor dulyconversion rights set forth herein.

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. (a) Each whole share of Series C Junior Convertible Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stockis convertible, at any time from and after the thirtieth day following the conclusion of the next annual meeting of stockholders of the Corporation (provided, however, such date shall be extended to the first anniversary of such thirtieth day if prior thereto any person has become an "Acquiring Person" (as defined in the Rights Agreement, dated as of March 8, 2000, between the Corporation and American Stock Transfer & Trust Company, as rights agent, as such may be amended from time to time)), at the office option of the Corporation or any transfer agent for such Seriesholder thereof, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment as such may be adjusted from time to time as provided below (as so adjustedpursuant to Section 7(b) hereof, the "conversion ratioConversion Ratio") shares of Common Stock, par value $0.00001 per share, of the Corporation (the "Common Stock"). (b) If the Corporation shall at any time or from time to time (i) declare and pay any dividend on Common Stock payable in shares of Common Stock, (yii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Conversion Ratio in effect immediately prior to such event shall be adjusted by multiplying such Conversion Ratio by a fraction the consummation numerator of which is the Recapitalization) to limitations resulting from the available number of shares of Common Stock outstanding immediately after such event and the denominator of which may be reserved for issuance upon is the number of shares of Common Stock that were outstanding immediately prior to such conversion, provided, that any conversion event. Any adjustments made pursuant to clause (iithis Section 7(b) above of less than all shall become effective on the date of the outstanding shares respective dividend, subdivision or combination. Such adjustments shall be made successively. (c) Before any holder of Series C Junior Convertible Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred entitled to convert the same into Common Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the such Series C Junior Convertible Preferred Stock being convertedto the Corporation at the Corporation's principal office, or at the office of any transfer agent appointed by the Corporation, which certificate or certificates, if the Corporation shall so request, shall be duly endorsed to the Corporation or of any transfer agent for such Seriesin blank, and shall give written notice to the Corporation that the holder elects to convert such shares of Series C Junior Convertible Preferred Stock into Common Stock and shall state therein in such notice the name or names in which he wishes the certificate or certificates for Common Stock to be issued. (d) The Corporation will, as soon as practicable after such surrender of certificates for Series C Junior Convertible Preferred Stock accompanied by the written notice above prescribed, issue and deliver or cause to be issued and delivered, to the holder or to his nominee or nominees, certificates for the number of shares of Common Stock are to which the holder shall be entitled. Subject to the following provisions of this Section, such conversion shall be deemed to have been made as of the date of such surrender of the Series C Junior Convertible Preferred Stock to be issued. If converted, and the person or persons entitled to receive the Common Stock issuable upon conversion of such Series C Junior Convertible Preferred Stock shall be treated for all purposes as the record holder or holders of such Common Stock on such date. (e) As soon as practicable after the surrender of a majority of the outstanding certificate representing shares of Series C Junior Convertible Preferred Stock give notice of conversion under paragraph A abovethat is converted in part, the Corporation shall notify all other record holders issue or cause to be issued for the holder a new certificate representing shares of Series C Junior Convertible Preferred Stock (a "Mandatory Conversion Notice"). Following receipt equal in number to the unconverted portion of a Mandatory Conversion Notice, the holders shares of Series C Junior Convertible Preferred Stock shall surrender represented by the certificate so surrendered. (f) The Corporation shall reserve and keep available, out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series C Junior Convertible Preferred Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all shares of Series C Junior Convertible Preferred Stock from time to time outstanding. (g) The Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issuance or certificates therefor dulydelivery of shares of Common Stock on conversion of the Series C Junior Convertible Preferred Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involving the issuance and delivery of Common Stock in a name other than that in which the Series C Junior Convertible Preferred Stock so converted was registered, and no such issuance or delivery shall be made unless and until the person requesting such issuance has paid to the Corporation the amount of any such tax, or has established, to the satisfaction of the Corporation, that such tax has been paid.

Conversion. The holders Upon the occurrence of the Series C Preferred Stock certain triggering events specified in any applicable indenture supplemental hereto with respect to a series of Convertible Securities (which may include, but shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall not be convertible at the direction oflimited to, and by notice to the Corporation from, (i) the holder thereof regulatory events or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stockcapital events), at any timetime while the Convertible Securities of such series are outstanding, at the office Convertible Securities of such series shall, subject to and as provided in this Section 3.12 and in such indenture supplemental hereto, be redeemed, in whole but not in part, and settled by the delivery of new fully paid ordinary shares or American depositary shares, as specified in such indenture supplemental hereto, to a reputable independent financial institution, trust company or similar entity to be appointed by the Company in such indenture supplemental hereto (the “Settlement Shares Depository”) on behalf of the Corporation Holders of such Convertible Securities on the date specified therefor in such indenture supplemental hereto. Receipt by the Settlement Shares Depository of the ordinary shares or, if so provided in an applicable indenture supplemental hereto, American depositary shares, shall be a good and complete discharge of the Company’s obligations in respect of such Convertible Securities and those of the Guarantor under the Guarantee thereof. Pursuant to Section 2.03, one or more indentures supplemental hereto with respect to a series of Convertible Securities will specify the circumstances giving rise to any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjustedtriggering events, the "price at which the Convertible Securities of such series may convert (including any adjustments thereto), the manner of calculation of the record date for purposes of conversion, the place or places where the Registered Securities of such series may be surrendered for conversion ratio") and (y) (details of the arrangement for the settlement of the conversion, including whether or not there is to be a sale of the ordinary shares or American depositary shares, as applicable). Following the occurrence of a triggering event but prior to the consummation delivery of ordinary shares or American depositary shares (as applicable) to the Settlement Shares Depository, Holders of such Convertible Securities shall have recourse only to the Company or, in accordance with and under the provisions of the RecapitalizationGuarantee of such Convertible Securities, to the Guarantor, for the issue and delivery of ordinary shares or American depositary shares (as applicable) to limitations resulting from the available number Settlement Shares Depository. After such delivery to the Settlement Shares Depository, Holders of such Convertible Securities shall have recourse only to the Settlement Shares Depository for the delivery to them of such ordinary shares of Common Stock which may be reserved for issuance upon such or American depositary shares, as applicable. Upon conversion, providedthe Company shall, or shall ensure that the Guarantor shall, pay to the Holders of such Convertible Securities any conversion pursuant interest accrued up to clause (iibut excluding) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") date of conversion under paragraph A above, in respect of such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyConvertible Securities.

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) Each outstanding share of Class A Common Stock shall automatically convert into one share of Class C Common Stock immediately upon (A) the transfer thereof to any Person other than a Permitted Transferee who is also a Principal or a Related Party or (B) the occurrence of a Class B Event, in either case with no further action on the part of any holder thereof. (ii) Upon the conversion of any shares of Class A Common Stock pursuant to clause (i) above, the holder thereof shall promptly surrender the certificate or (ii) certificates representing the holders of a majority of the outstanding shares of Series C Preferred StockClass A Common Stock so converted, at any timeduly endorsed, at to the office Secretary of the Corporation or to any transfer agent for the Class A Common Stock. If so required by the Corporation, any certificate for shares surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder of such Seriesshares or the duly authorized representative of such holder. Upon receipt by the Secretary or transfer agent of the foregoing certificate or certificates and, into one thousand (1,000) fully paid and nonassessable if required, instruments of transfer, the Corporation shall cause to be issued to the holder who surrendered the certificate or certificates representing shares of Class A Common Stock subject or such holder's nominee or nominees, a certificate or certificates representing either (xA) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available appropriate number of shares of Class C Common Stock which may be reserved for issuance upon such conversion, provided, that any (in the case of a conversion pursuant to clause (iii)(A) above above) or (B) one share of less than all Class C Common Stock for each share of Class A Common Stock represented by such surrendered certificate (in the outstanding shares case of Series C Preferred Stock a conversion pursuant to clause (i)(B) above), and shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalizationissue and deliver to such holder, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A aboveor such holder's nominee or nominees, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for as well as, in the Series C Preferred Stock being convertedcase of a conversion pursuant to clause (i)(A) above, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the a certificate or certificates for representing any shares of Class A Common Stock are represented by such surrendered certificate that were not transferred in a manner that effected a conversion thereof into shares of Class C Common Stock. Such conversion shall be deemed to have been effected at the close of business on the date of the occurrence of the event giving rise to such conversion, and the Person or Persons entitled to receive the shares of Class C Common Stock issuable upon such conversion shall be issued. If treated for all purposes as the record holder or holders of a majority of the outstanding such shares of Series Class C Preferred Common Stock give notice on that date. (iii) A number of shares of Class C Common Stock equal to the number of shares of Class A Common Stock outstanding from time to time shall be set aside and reserved for issuance upon conversion under paragraph of shares of Class A above, the Corporation Common Stock into Class C Common Stock. Shares of Class A Common Stock that have been converted pursuant to clause (i) shall notify all other record holders be retired and may not be reissued. Shares of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Class A Common Stock shall surrender the certificate or certificates therefor dulynot be convertible into shares of Class B Common Stock. Shares of Class B Common Stock shall not be convertible into shares of any other class of Common Stock. Shares of Class C Common Stock shall not be convertible into shares of any other class of Common Stock.

Conversion. The holders This Warrant may be converted by the holder hereof, in whole or in part, into shares of Common Stock, during normal business hours on any Business Day on or prior to the Series C Preferred Stock shall have Expiration Date, by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at notice in substantially the direction ofform attached to this Warrant (or a reasonable facsimile thereof) duly executed by such holder, and by notice such holder shall thereupon be entitled to the Corporation fromreceive a number of duly authorized, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stockvalidly issued, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (or Other Securities) equal to: (i) an amount equal to: (a) an amount equal to (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (iior Other Securities) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment determined as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, Sections 2 and 3 hereof which such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates would be entitled to receive upon exercise of this Warrant for the Series C Preferred Stock being converted, at the office number of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock designated in such conversion notice multiplied by (y) the [for Parent Warrants: Current Market Price (or, if such shares are converted in connection with a Company Sale (as defined in the Purchase Agreement), the Market Price)] [for Subsidiary Warrants and IPO Valuation Warrants: Market Price] on the date of conversion of each such share of Common Stock (or such Other Securities) so receivable upon such exercise minus (b) an amount equal to be issued. If (x) the holders number of a majority of the outstanding shares of Series C Preferred Common Stock give (without giving effect to any adjustment thereof) designated in such conversion notice of conversion under paragraph A abovemultiplied by (y) the Initial Warrant Price divided by (ii) [for Parent Warrants: such Current Market Price (or, if such shares are converted in connection with a Company Sale (as defined in the Purchase Agreement), the Corporation shall notify all other record holders Market Price)][for Subsidiary Warrants and IPO Valuation Warrants: such Market Price] of Series C Preferred each such share of Common Stock (a "Mandatory Conversion Notice"or Other Securities). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor duly.

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. (i) Each share of Series C Preferred Class B Common Stock shall be convertible converted at such time, in such manner and upon such terms and conditions as provided herein into one fully paid and non-assessable share of Class A Common Stock. (ii) Each share of Class B Common Stock shall automatically convert into a share of Class A Common Stock upon the direction of, and by notice earlier to the Corporation from, occur of (i) the holder thereof or holders of all Class B Common Stock ceasing to own in the aggregate 15% of the issued and outstanding Common Stock, and (ii) as provided in Article 4, Paragraph 2C.(3)(d). Upon automatic conversion of shares of Class B Common Stock, the holders corporation shall reflect such conversion, and the issuance of Class A Common Stock in connection therewith on its books and records for all purposes even if certificates reflecting such converted shares of Class B Common Stock are not surrendered to the corporation or its transfer agent. All shares of Class B Common Stock, upon conversion thereof into Class A Common Stock, shall retain their designation as Class B Common Stock and shall have the status of authorized and unissued shares of Class B Common Stock; provided that if all shares of Class B Common Stock outstanding are converted into shares of Class A Common Stock, then all authorized but unissued shares or treasury shares of Class B Common Stock shall automatically convert into authorized but unissued or treasury shares of Class A Common Stock, as the case may be, and no further shares of Class B Common Stock shall exist. Except as specifically contemplated under this Article 4, Paragraph 2C.(3)(e), shares of Class B Common Stock may not be converted into Class A Common Stock. (iii) Each share of Class A Common Stock owned (within the meaning of Article 4, Paragraph 2C.(3)(d)) by Chevron U.S.A. Inc., a Pennsylvania 6 89 corporation ("Chevron") or its Affiliates shall simultaneous with acquiring such ownership automatically be converted into one fully paid and non-assessable share of Class B Common Stock; provided, however, that for purposes of any shares of Class B Common Stock so issued, only Chevron will be deemed to be the Original Holder thereof for purposes of the provisions of Article 4, Paragraph 2C.(3)(d), and provided, further, that this provision shall not apply with respect to shares of Class A Common Stock issued upon conversion of all Class B Common Stock in accordance with the first sentence of Article 4, Paragraph 2C.(3)(e)(ii)(i), or any shares of Class A Common Stock owned by Chevron or its Affiliates, after such conversion shall have occurred. Upon automatic conversion of shares of Class A Common Stock, the corporation shall reflect such conversion and the issuance of Class B Common Stock in connection therewith on its books and records for all purposes even if certificates reflecting such converted shares of Class A Common Stock are not surrendered to the corporation for transfer. All shares of Class B Common Stock shall be subject to the restrictions and provisions contained in the corporation's Articles of Incorporation. All shares of Class A Common Stock, upon conversion thereof into Class B Common Stock, shall retain their designation as Class A Common Stock and shall have the status of authorized and unissued shares of Class A Common Stock. (iv) Nothing herein shall prevent the Original Holder (or any Permitted Transferee) of the Class B Common Stock and the corporation from executing an agreement allowing the Original Holder (or any Permitted Transferee), at its option, to convert the Class B Common Stock into Class A Common Stock, nor the conversion of any Class B Common Stock pursuant to such agreement. (v) The corporation will, as soon as practicable after such deposit of a majority certificate or certificates for Common Stock to be converted in accordance with this Article 4, Paragraph 2C.(3)(e), issue and deliver at the office of the corporation or of its transfer agent to the person for whose account such Common Stock was so surrendered, a certificate or certificates for the number of full shares of Common Stock into which the shares represented by the surrendered certificate are converted. If surrendered certificates for Common Stock are converted only in part, the corporation will issue and deliver to the holder, without charge therefor, a new certificate or certificates representing the aggregate of the unconverted shares of such class of Common Stock. The failure of the holder to deliver to the corporation certificates representing shares of a class of Common Stock converted in accordance with this Article 4, Paragraph 2C.(3)(e), shall in no way affect the automatic conversion of such shares. (vi) The issuance of certificates for shares of a class of Common Stock upon conversion of shares of the other class of Common Stock shall be made without charge for any issue, stamp or other similar tax in respect of such issuance; provided, however, if any such certificate is to be issued in a name other than that of the holder of the share or shares of the class of Common Stock converted, the person or persons requesting the issuance thereof shall pay to the corporation the amount of any tax which may be payable in respect of any transfer 7 90 involved in such issuance or shall establish to the satisfaction of the corporation that such tax has been paid. (vii) The corporation shall at all times reserve and keep available, solely for the purpose of issuance upon conversion of the outstanding shares of Series C Preferred Class B Common Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Class A Common Stock which may as shall be reserved for issuance issuable upon the conversion of all such conversionoutstanding shares, provided, provided that any nothing contained herein shall be construed to preclude the corporation from satisfying the obligations in respect of the conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Class B Common Stock shall be on a pro rata basis amongst all holders by delivery of Series C Preferred Stock. After consummation shares of Class A Common Stock which are held in the treasury of the Recapitalizationcorporation. The corporation shall take all such corporate and other actions as from time to time may be necessary to insure that all shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock upon issue will be duly and validly authorized and issued, fully paid and nonassessable and free of any preemptive or similar rights. In order that the corporation may issue shares of Class A Common Stock upon conversion of the Class B Common Stock, the number "1,000" in this paragraph corporation will endeavor to comply with all applicable Federal and state securities laws and will endeavor to list such shares to be issued upon conversion on such securities exchange on which the Class A Common Stock is then listed. (viii) The corporation shall be "1"at all times reserve and keep available, subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates solely for the Series C Preferred Stock being converted, at the office purpose of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority issuance upon conversion of the outstanding shares of Series C Preferred Class A Common Stock give notice a number of shares of Class B Common Stock equal to 40% of the number of outstanding shares of Class A Common Stock, provided that nothing contained herein shall be construed to preclude the corporation from satisfying the obligations in respect of the conversion under paragraph of the outstanding shares of Class A aboveCommon Stock by delivery of shares of Class B Common Stock which are held in the treasury of the corporation. The corporation shall take all such corporate and other actions as from time to time may be necessary to insure that all shares of Class B Common Stock issuable upon conversion of shares of Class A Common Stock upon issue will be duly and validly authorized and issued, fully paid and nonassessable and free of any preemptive or similar rights. In order that the corporation may issue shares of Class B Common Stock upon conversion of the Class A Common Stock, the Corporation shall notify corporation will endeavor to comply with all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyapplicable Federal and state securities laws.

Conversion. The holders (i) Subject to the provisions of the this paragraph 8, (A) a holder of shares of Series C A Preferred Stock shall have conversion rights as follows: A. Each share the right, on or after the date which is 30 days after the First Call Date (or, in the event that a Change of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred StockControl has occurred, at any time), at such holder's option, to convert any or all outstanding shares (and fractional shares) of Series A Preferred Stock held by such holder, in whole or in part, into fully paid and non-assessable shares of Common Stock. (ii) The number of shares of Common Stock deliverable upon conversion of a share of Series A Preferred Stock (including the Additional Shares), subject to adjustment as hereinafter provided, shall be 1.0 (the CONVERSION RATIO). In the event that at the time of conversion of a share of Series A Preferred Stock there are accrued and unpaid dividends on such share with respect to which Additional Shares have not been issued (including, with respect to any interim period since the last Dividend Payment Date, the product of the full dividend payable for the current Dividend Period ending on the next Dividend Payment Date, multiplied by a fraction, the numerator of which is the number of days that have elapsed since the last Dividend Payment Date and the denominator of which is 360), then, upon such conversion, the holder thereof shall be entitled to receive such number of shares of Common Stock (in addition to the shares of Common Stock otherwise issuable upon the conversion of any such shares of Series A Preferred Stock and Additional Shares converted therewith) as would have been issued in accordance with the preceding sentence if Additional Shares had been issued in respect of such accrued and unpaid dividends and had been converted simultaneously therewith. (i) In connection with any Conversion pursuant to this paragraph 8, the holder of the shares of Series A Preferred Stock to be converted shall surrender the certificates representing such shares at the office of the Corporation with a written notice (a CONVERSION NOTICE) of election to convert completed and signed, specifying the number of shares to be converted. Unless the shares issuable on conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder or the holder's duly authorized attorney, and an amount sufficient to pay any transfer agent or similar tax. (ii) As promptly as practicable after the surrender by a holder of certificates for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Series A Preferred Stock subject (x) to adjustment from time to time as provided below (as so adjustedunder paragraph 8(b)(i), the "conversion ratio") Corporation shall issue and (y) (prior shall deliver to such holder, or on the holder's written order to the consummation of holder's transferee, (w) a certificate or certificates for the Recapitalization) to limitations resulting from the available whole number of shares of Common Stock which may be reserved for issuance issuable upon the conversion of such conversionshares in accordance with the provisions of this paragraph 8, provided, that (x) any conversion cash adjustment required pursuant to clause paragraph 8(f) and (iiy) above in the event of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalizationconversion in part, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the whole number of Series C A Preferred Stock not being so converted, at . (iii) Each conversion shall be deemed to have been effected (the office EFFECTIVE TIME) immediately prior to the close of business on the date of delivery of the Corporation or of any transfer agent for such SeriesConversion Notice. At the Effective Time, and shall state therein the Person in whose name or names in which the any certificate or certificates for shares of Common Stock are shall be issuable upon such conversion shall be deemed to be issued. If have become the holders holder of a majority record of the outstanding shares of Common Stock represented thereby at such time on such date and such conversion shall be into a number of whole shares of Common Stock in the aggregate equal to the product of the number of shares of Series C A Preferred Stock give surrendered and the Conversion Ratio in effect at such time on such date. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will upon delivery be duly and validly issued and fully paid and non-assessable, free of all liens and charges and not subject to any preemptive rights. At the Effective Time, the shares to be so converted shall no longer be deemed to be outstanding and all rights of a holder with respect to such shares surrendered for conversion shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this paragraph 8 and a certificate or certificates representing the shares of Series A Preferred Stock not converted. (i) Upon delivery to the Corporation of a Conversion Notice by a holder of shares of Series A Preferred Stock, the right of the Corporation to redeem such shares of Series A Preferred Stock shall terminate, regardless of whether a notice of conversion under redemption has been mailed pursuant to paragraph A above7. (ii) Except as provided above and in paragraph 8(g), the Corporation shall notify all other record holders make no payment or adjustment for accrued and unpaid dividends on shares of Series C A Preferred Stock, whether or not in arrears, on conversion of such shares or for dividends in cash on the shares of Common Stock issued upon such conversion. (i) The Corporation covenants that it will at all times reserve and keep available, free from preemptive rights, such number of its authorized but unissued shares of Common Stock as shall be required for the purpose of effecting conversions of the Series A Preferred Stock. (ii) Prior to the delivery of any securities which the Corporation shall be obligated to deliver upon conversion of the Series A Preferred Stock, the Corporation shall comply with all applicable federal and state laws and regulations which require action to be taken by the Corporation. (e) The Corporation will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversion of the Series A Preferred Stock pursuant hereto; provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock in a name other than that of the holder of the Series A Preferred Stock to be converted and no such issue or delivery shall be made unless and until the Person requesting such issue or delivery has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid. (f) In connection with the conversion by a holder of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be required to be issued to such holder, but in lieu thereof the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest on the business day on which such shares of Series A Preferred Stock are deemed to have been converted. (i) In case the Corporation shall at any time after the date of issue of the Series A Preferred Stock (A) declare a "Mandatory Conversion Notice"dividend or make a distribution on Common Stock payable in Common Stock, (B) subdivide or split the outstanding Common Stock, (C) combine or reclassify the outstanding Common Stock into a smaller number of shares, (D) issue any shares of its Capital Stock in a reclassification of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation) or, (E) consolidate with, or merge with or into, any other Person, or engage in any reorganization, recapitalization, sale of all or substantially all of the Corporation's assets to any entity or any other transaction which, in the case of any of the transactions referred in this subclause (E). Following receipt of , is effected in such a Mandatory Conversion Notice, manner that the holders of Common Stock are entitled to receive stock, securities or assets with respect to or in exchange for Common Stock (any such transaction described in this subclause (E), an ORGANIC CHANGE), the Conversion Ratio in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, split, combination, consolidation, merger, reclassification or Organic Change shall be proportionately adjusted, or other provision shall be made, so that the conversion of the Series C A Preferred Stock after such time shall surrender entitle the certificate holder to receive the aggregate number of shares of Common Stock, or certificates therefor dulyother securities of the Corporation (or shares of any security or cash or other property into which such shares of Common Stock have been combined, consolidated, merged, reclassified or changed, or which were otherwise receivable with respect to or in exchange for shares of Common Stock, pursuant to paragraph 8(g)(i)(C), 8(g)(i)(D) or 8(g)(i)(E) above) which, if the Series A Preferred Stock had been converted immediately prior to such time, such holder would have owned upon such conversion and been entitled to receive by virtue of such dividend, distribution, subdivision, split, combination, consolidation, merger, reclassification or Organic Change, assuming such holder of Common Stock of the Corporation (x) is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or in connection with which such reclassification or Organic Change was made, as the case may be (CONSTITUENT PERSON), or an affiliate of a Constituent Person and (y) failed to exercise any rights of election as to the kind or amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger or Organic Change (provided, that if the kind or amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger or Organic Change, is not the same for each share of Common Stock of the Corporation held immediately prior to such reclassification, change, consolidation, merger or Organic Change by other than a Constituent Person or an affiliate thereof and in respect of which such rights of election shall not have been exercised (NON-ELECTING share), then for the purpose of this paragraph 8(g) the kind and amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger or Organic Change by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such adjustment shall be made successively whenever any event listed above shall occur. (ii) In case the Corporation shall issue or sell any Common Stock (other than Common Stock issued (A) pursuant to the Corporation's existing or future stock option plans or pursuant to any other existing or future Common Stock-related director or employee compensation plan of the Corporation approved by the Board of Directors, (B) as consideration for the acquisition of a business or of assets, (C) in a firmly committed underwritten public offering, (D) to the Corporation's joint venture partners in exchange for interests in the relevant joint venture, (E) upon conversion of shares of any series of Preferred Stock or (F) upon exercise or conversion of any security the issuance of which caused an adjustment under paragraph 8(g)(i), 8(g)(iii) or 8(g)(iv) hereof or the issuance of which did not require adjustment hereunder) without consideration or for a consideration per share less than the 30 Day Market Price on the date of such issuance, or shall issue securities convertible into Common Stock (other than such securities paid as dividends on any class of Preferred Stock) having a conversion price per share less than the 30 Day Market Price at the date of issuance of such convertible security, the Conversion Ratio to be in effect after such issuance or sale shall be determined by multiplying the Conversion Ratio in effect immediately prior to such issuance or sale by a fraction, (1) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance or sale and the number of additional shares of Common Stock to be issued or sold (or, in the case of convertible securities, issued on conversion), and (2) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale and (y) the number of shares of Common Stock which the aggregate consideration receivable by the Corporation for the total number of additional shares of Common Stock so issued or sold (or issuable on conversion) would purchase at the 30 Day Market Price in effect on the date of such issuance or sale. In case any portion of the consideration to be received by the Corporation shall be in a form other than cash, the fair market value of such noncash consideration shall be utilized in the foregoing computation. Such fair market value shall be determined in good faith by the Board of Directors. (iii) In case the Corporation shall fix a record date for the issuance of rights, options or warrants to the holders of its Common Stock or other securities entitling such holders to subscribe for or purchase shares of Common Stock (or securities convertible into shares of Common Stock) at a price per share of Common Stock (or having a conversion price per share of Common Stock, if a security convertible into shares of Common Stock) less than the 30 Day Market Price on such record date, the maximum number of shares of Common Stock issuable upon exercise of such rights, options or warrants (or conversion of such convertible securities) shall be deemed to have been issued and outstanding as of such record date and the Conversion Ratio shall be adjusted pursuant to paragraph 8(g)(ii) hereof, as though such maximum number of shares of Common Stock had been so issued for an aggregate consideration payable by the holders of such rights, options, warrants or convertible securities prior to their receipt of such shares of Common Stock. In case any portion of such consideration shall be in a form other than cash, the fair market value of such noncash consideration shall be determined as set forth in paragraph 8(g)(ii) hereof. Such adjustment shall be made successively whenever such record date is fixed. In the event that after fixing a record date such rights, options or warrants are not so issued, the Conversion Ratio shall be readjusted to the Conversion Ratio that would then be in effect if such record date had not been fixed. In the event that such rights, options or warrants expire in whole or in part unexercised or in the event of a change in the number of shares of Common Stock to which the holders of such rights, options or warrants are entitled (other than pursuant to adjustment provisions therein comparable to those contained in this paragraph 8(g)), the Conversion Ratio shall again be adjusted as follows: (A) in the event that all of such rights, options or warrants expire unexercised, the Conversion Ratio shall be the Conversion Ratio that would then be in effect if such record date had not been fixed; (B) in the event that less than all of such rights, options or warrants expire unexercised, the Conversion Ratio shall be adjusted pursuant to paragraph 8(g)(ii) to reflect the maximum number of shares of Common Stock issuable upon exercise of such rights, options or warrants that remain outstanding (without taking into effect shares of Common Stock issuable upon exercise of rights, options or warrants that have lapsed or expired); and (C) in the event of a change in the number of shares of Common Stock to which the holders of such rights, options or warrants are entitled, the Conversion Ratio shall be adjusted to reflect the Conversion Ratio which would then be in effect if such holder had initially been entitled to such changed number of shares of Common Stock. Notwithstanding anything herein to the contrary, no further adjustment to the Conversion Ratio shall be made upon the issuance or sale of Common Stock upon the exercise of any rights, options or warrants to subscribe for or purchase Common Stock, if any adjustment in the Conversion Ratio was made or required to be made upon the record date for the issuance or sale of such rights, options or warrants under this clause 8(g)(iii). (iv) In case the Corporation shall fix a record date for the making of a distribution to holders

Conversion. The holders of the Series C A Preferred Stock shall have conversion rights as follows: A. (a) Each share of Series C A Preferred Stock along with the aggregate accrued and unpaid dividends thereon shall be convertible, at the option of the holder thereof, at any time and from time to time into the number of fully paid and non-assessable shares of Common Stock of the Corporation as is determined by dividing $1.507 aggregate accrued and unpaid dividends thereon by the Conversion Price in effect at the time of conversion; provided, that in no event shall the Series A Preferred Stock convert to an amount of Common Stock which when added to the existing outstanding Common Stock will exceed the amount of Common Stock authorized by the Company's Certificate of Incorporation. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series A Preferred Stock shall initially be convertible $.0206 per share (as adjusted for any stock dividends, combinations, splits or the like with respect to the Series A Preferred Stock). A holder of the Series A Preferred Stock may convert any or all of its shares at any time in accordance with this Section II.5. (i) Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the direction of, and by then effective Conversion Price upon written notice to the Corporation from, (iby the holder of such share of Series A Preferred Stock. In the case of any conversion pursuant to this Section II.5(a)(i) the holder thereof person or (ii) persons entitled to receive the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time issuable upon such conversion shall be treated for all purposes as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation record holder or holders of the Recapitalization) to limitations resulting from the available number of such shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all as of the outstanding date of such notice, regardless of whether the shares of Series C A Preferred Stock shall be on a pro rata basis amongst all holders have been surrendered as of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G.such date. B. If a (b) A holder of Series C A Preferred Stock gives notice (an "Optional Conversion Notice") who elects to convert such shares into shares of conversion under paragraph A aboveCommon Stock, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the representing such shares of Series C A Preferred Stock being converted, at the principal United States office of the Corporation Corporation, together with written notice that such holder elects to convert all or any number of any transfer agent for the shares of the Series A Preferred Stock represented by such Series, and certificate or certificates. Such notice shall state therein the such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock are to be issued. If required by the holders Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of a majority transfer, in form satisfactory to the Corporation, duly executed by the registered holder or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent is referred to herein as the “Conversion Date”. The Corporation shall, as soon as practicable after the Conversion Date, issue and deliver to such holder, or to its nominee, at such holder’s address as shown in the records of the Corporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof, together with cash in lieu of any fractional shares, after aggregating all fractional shares as to which a holder shall have elected conversion. If less than all of the shares of Series A Preferred Stock represented by a stock certificate are converted into shares of Common Stock, the Corporation shall issue a new stock certificate in the amount of the shares not so converted. (c) No fractional shares of Common Stock shall be issued upon conversion of shares of Series A Preferred Stock and, after aggregating all fractional shares as to which a holder shall have elected conversion, any remaining fractional share to which the holder would otherwise be entitled shall be rounded up to the nearest whole number. (d) The Corporation shall at all times when any shares of the Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Preferred Stock such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series C A Preferred Stock. (e) All shares of Series A Preferred Stock give notice which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding, and all rights with respect to such shares shall immediately cease and terminate on the applicable Conversion Date, except only the right of conversion under paragraph A abovethe holders thereof to receive shares of Common Stock in exchange therefor and the payment of any declared and unpaid dividends thereon. On the Conversion Date, the Corporation shares of Common Stock issuable upon such conversion shall notify be deemed to be outstanding, and the holder thereof shall be entitled to exercise and enjoy all other record holders rights with respect to such shares of Common Stock. All shares of Series C A Preferred Stock, tendered for conversion shall, from and after the applicable Conversion Date, be deemed to have been retired and cancelled and shall not be reissued as Preferred Stock, and the Corporation may thereafter take such appropriate action as may be necessary to reduce accordingly the authorized number of shares of Preferred Stock. (f) The term “Conversion Price” shall mean, as of any time, the Conversion Price of the Series A Preferred Stock as applicable at that time, as specified in paragraph (a "Mandatory a) of this Section II.5 in case no adjustment shall have been required, or such Conversion Notice"). Following receipt Price as adjusted and further adjusted pursuant to this paragraph (f) of a Mandatory Conversion Noticethis Section II.5, as the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulycase may be.

Conversion. The holders (a) In the event of an Initial Public Offering, Qualified Offering or Qualified Parent Sale by ▇▇▇▇▇ or any of its Affiliates of any entity (other than the Company) of which the Company and its Subsidiaries, taken as a whole, comprise 90% or more of the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction ofassets, and by notice to the Corporation fromrevenues or income (such entity, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock“Successor Entity”), at any timethen, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (immediately prior to the consummation of such Initial Public Offering, Qualified Offering or Qualified Parent Sale, all then-outstanding Management Shares shall be automatically canceled and each Management Member shall receive, in exchange for the Recapitalization) to limitations resulting from the available cancellation of his or her Management Shares, such number of shares of Common Stock common stock (or equivalent class of securities) of the Successor Entity (“Successor Shares”) with an aggregate Fair Market Value equal to the aggregate Fair Market Value of such Management Member’s Management Shares (the Successor Shares so disbursed to the Management Members, and Successor Shares acquired by any Management Member thereafter, the “Converted Shares”) (such cancellation and exchange, the “Conversion”). All fractional Successor Shares shall be paid in cash to the applicable Management Member(s). ▇▇▇▇▇ agrees to (i) provide a written notice to the Management Members at least fifteen (15) Business Days prior to the date on which may be reserved for issuance upon such conversion▇▇▇▇▇ expects to consummate an Initial Public Offering, provided, that any conversion pursuant to clause Qualified Offering or Qualified Parent Sale in which a Conversion shall occur and (ii) above of less than to the extent permitted by Applicable Law, take any and all reasonable and necessary actions and comply with all necessary legal and regulatory requirements to permit the issuance of the Converted Shares to the Management Members; provided, however, that notwithstanding the foregoing, if (x) an Initial Public Offering, Qualified Offering or Qualified Parent Sale in which a Conversion shall occur is to be consummated solely in the PRC, and (y) the then applicable legal and/or regulatory requirements of the PRC prohibit ▇▇▇▇▇ from issuing the Successor Shares to the Management Members (a “Non-Conversion Event”), then Management Members shall retain his or her outstanding Management Shares. Any such Successor Entity undertaking an Initial Public Offering or a Qualified Offering shall hereinafter be referred to as an “Offering Entity”, and any shares of Series C Preferred Stock such Offering Entity shall hereinafter be referred to as an “Offering Share”. (b) No Management Member shall be on a pro rata basis amongst all holders obligated to pay any expenses incurred in connection with any Conversion that does not result in the receipt or ownership by such Management Member of Series C Preferred Stock. After consummation of Tradeable Securities; provided, however, that the Recapitalizationforegoing clause shall not, and shall not be deemed or construed to, eliminate or otherwise limit any Management Member’s obligation to bear the number "1,000" in this paragraph shall be "1", subject to adjustment costs and expenses for which such Management Member is responsible as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice"Sections 7(c) of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"8(c). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor duly.

Conversion. (a) The holders of the Series C A Preferred Stock shall have conversion rights as follows: A. (i) Each share of Series C A Preferred Stock along with the aggregate accrued and unpaid dividends thereon shall be convertible, at the option of the holder thereof, at any time and from time to time into the number of fully paid and non-assessable shares of Common Stock of the Corporation as is determined by dividing $1.507 aggregate accrued and unpaid dividends thereon by the Conversion Price in effect at the time of conversion; provided, that in no event shall the Series A Preferred Stock convert to an amount of Common Stock which when added to the existing outstanding Common Stock will exceed the amount of Common Stock authorized by the Company's Certificate of Incorporation. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series A Preferred Stock shall initially be convertible at $.0206 per share (as adjusted for any stock dividends, combinations, splits or the direction of, and by notice like with respect to the Corporation from, (i) Series A Preferred Stock). A holder of the holder thereof Series A Preferred Stock may convert any or all of its shares at any time in accordance with this Section II.5. (ii) Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the holders then effective Conversion Price upon (A) the approval and filing of a majority an amendment to the Corporation’s Restated Certificate of Incorporation providing for an increase in the number of authorized shares of Common Stock to permit the conversion of all outstanding shares of Series C A Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (yB) (prior to the consummation of the Recapitalization) contemplated “spin-off” by the Corporation of all of its Common Stock in Plastinum Corp. to limitations resulting from the available Corporation’s stockholders. In addition, in connection with the automatic conversion referred to in this Section II.5.(a)(ii), the holders of shares of Series A Preferred Stock shall automatically be entitled to receive the number of shares of common stock of Plastinum Corp. equal to the number of shares of Common Stock which may be reserved for issuance of the Corporation issuable upon such conversion, provided, that conversion of the Series A Preferred Stock. In the case of any conversion pursuant to clause (ii) above this Section II.5(a)(ii), the person or persons entitled to receive the shares of less than Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of the outstanding date on which the “spin-off” occurs, regardless of whether the shares of Series C A Preferred Stock shall be on a pro rata basis amongst all holders have been surrendered as of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G.such date. B. If a (b) A holder of Series C A Preferred Stock gives notice (an "Optional Conversion Notice") who elects to convert such shares into shares of conversion under paragraph A aboveCommon Stock, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the representing such shares of Series C A Preferred Stock being converted, at the principal United States office of the Corporation Corporation, together with written notice that such holder elects to convert all or any number of any transfer agent for the shares of the Series A Preferred Stock represented by such Series, and certificate or certificates. Such notice shall state therein the such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock are to be issued. If required by the holders Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of a majority transfer, in form satisfactory to the Corporation, duly executed by the registered holder or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent is referred to herein as the “Conversion Date”. The Corporation shall, as soon as practicable after the Conversion Date, issue and deliver to such holder, or to its nominee, at such holder’s address as shown in the records of the Corporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof, together with cash in lieu of any fractional shares, after aggregating all fractional shares as to which a holder shall have elected conversion. If less than all of the shares of Series A Preferred Stock represented by a stock certificate are converted into shares of Common Stock, the Corporation shall issue a new stock certificate in the amount of the shares not so converted. (c) No fractional shares of Common Stock shall be issued upon conversion of shares of Series A Preferred Stock and, after aggregating all fractional shares as to which a holder shall have elected conversion, any remaining fractional share to which the holder would otherwise be entitled shall be rounded up to the nearest whole number. (d) The Corporation shall at all times when any shares of the Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Preferred Stock such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series C A Preferred Stock. (e) All shares of Series A Preferred Stock give notice which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding, and all rights with respect to such shares shall immediately cease and terminate on the applicable Conversion Date, except only the right of conversion under paragraph A abovethe holders thereof to receive shares of Common Stock in exchange therefor and the payment of any declared and unpaid dividends thereon. On the Conversion Date, the Corporation shares of Common Stock issuable upon such conversion shall notify be deemed to be outstanding, and the holder thereof shall be entitled to exercise and enjoy all other record holders rights with respect to such shares of Common Stock. All shares of Series C A Preferred Stock, tendered for conversion shall, from and after the applicable Conversion Date, be deemed to have been retired and cancelled and shall not be reissued as Preferred Stock, and the Corporation may thereafter take such appropriate action as may be necessary to reduce accordingly the authorized number of shares of Preferred Stock. (f) The term “Conversion Price” shall mean, as of any time, the Conversion Price of the Series A Preferred Stock as applicable at that time, as specified in paragraph (a "Mandatory a) of this Section II.5 in case no adjustment shall have been required, or such Conversion Notice"). Following receipt Price as adjusted and further adjusted pursuant to this paragraph (f) of a Mandatory Conversion Noticethis Section II.5, as the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulycase may be.

Conversion. The holders (a) In accordance with the provisions of this Section 5, at the option of the Series C Preferred Holder, the outstanding principal amount due hereunder shall be converted on the Maturity Date, in whole but not in part, into shares (individually, a “Share” and collectively, the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The initial conversion price is $3.50 per share of the Common Stock (the “Conversion Price”). (b) No fractional Shares shall have be issued upon conversion rights of this Note. In lieu of the Company issuing any fractional shares to the Holder upon conversion of this Note, the Company shall pay the cash not converted in lieu of a fractional Share. To convert this Note pursuant to this Section 5, the Holder shall provide to the Company written notice of such conversion at least ten (10) days prior to the Maturity Date, and surrender this Note on or before the Maturity Date, duly endorsed, at the principal office of the Holder. At its expense, the Company shall, as soon as practicable thereafter, deliver to such Holder at the address in the Company’s records for the Holder, a Stock Certificate endorsed to the Holder reflecting the number of Shares to which the Holder shall be entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note. Such certificate shall bear a legend in proper form, stating substantially as follows: A. Each share : “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” In the event of Series C Preferred Stock any conversion of this Note pursuant to this Section 5, such conversion shall be convertible deemed to have been made on the Maturity Date and on and after such date the Holder of this Note entitled to receive the Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Shares. (c) In the event the Company should at any time or from time to time after the direction of, and by notice to date of issuance hereof fix a record date for the Corporation from, (i) the holder thereof or (ii) the holders effectuation of a majority split or subdivision of the then outstanding Common Stock, or a stock dividend or distribution on the then outstanding Common Stock, then, as of such record date (or the date of such distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so that the number of Shares issuable upon conversion of this Note shall be increased in proportion to such increase of outstanding shares of Common Stock. (d) If the number of shares of the Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Series C Preferred Common Stock, at any timethen, at following the office record date of such combination, the Conversion Price for this Note shall be appropriately increased so that the number of shares of the Corporation or any transfer agent for Common Stock issuable on conversion hereof shall be decreased in proportion to such Series, into one thousand (1,000) fully paid and nonassessable decrease in outstanding shares of the Common Stock. (e) In case of any consolidation of the Company with, or merger of the Company into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the Holder will have the right to acquire and receive upon conversion of this Note in lieu of the Shares immediately theretofore acquirable upon the conversion of this Note, such shares of stock, securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of the Common Stock subject immediately theretofore acquirable and receivable upon conversion of this Note had such consolidation, merger or sale or conveyance not taken place. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (xif other than the Company) assumes by written instrument the obligations under this Note and the obligations to adjustment deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to acquire. (f) The Company shall at all times reserve and keep available out of its authorized but unissued shares of its Common Stock solely for the purpose of effecting the conversion of this Note such number of shares as shall from time to time be sufficient to effect the conversion of this Note; and if at any time the number of authorized but unissued shares of its Common Stock shall not be sufficient to effect the conversion of the entire outstanding principal amount of this Note, in addition to such other remedies as provided below (as so adjustedshall be available to the Holder, the "conversion ratio") and (y) (prior Company will use its commercially reasonable efforts to take such Company action as may, in the consummation opinion of the Recapitalization) Company’s counsel, be necessary to limitations resulting from the available increase its authorized but unissued Common Stock to such number of shares of Common Stock which may as shall be reserved sufficient for issuance upon such conversion, provided, that purposes. (g) Until conversion of this Note the Holder shall not have any conversion pursuant to clause (ii) above of less than all rights as a stockholder of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyCompany.

Conversion. The holders In lieu of the Series C Preferred Stock shall have conversion rights as follows: A. Each share exercising this Warrant or any portion of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stockthis Warrant, at any timetime the Holder of this Warrant shall have the right to convert this Warrant or any portion of this Warrant into Warrant Stock by the surrender of this Warrant, together with the written Notice of Conversion and Investment Representation Statement in the forms attached hereto as Attachments 3 and 2, respectively, duly completed and executed, and containing a form of signature guarantee reasonably acceptable to the Company, at the principal office of the Corporation or any transfer agent for such SeriesCompany, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, specifying the "conversion ratio") and (y) (prior to the consummation portion of the Recapitalization) Warrant to limitations resulting from the available be converted. The number of shares of Warrant Stock to be issued to the Holder upon such conversion shall be computed using the following formula: X=(P)(Y)(A-B)/A where X = the number of Common Shares to be issued to the Holder for the portion of the Warrant being converted. P = the portion of the Warrant being converted expressed as a decimal fraction. Y = the total number of Common Shares issuable upon exercise of the Warrant in full. A = the fair market value of one share of Warrant Stock which may means the fair market value of the Warrant Stock as of the last Business Day immediately prior to the date the Notice of Conversion is received by the Company, as reported in the principal market for such securities or, if no such market exists, as determined in good faith by the Company’s Board. B = the Warrant Price on the date of conversion. Any portion of this Warrant that is converted shall be reserved immediately canceled. This Warrant or any portion of this Warrant shall be deemed to have been converted immediately prior to the close of business on the date of its surrender for issuance conversion as provided above, and the Person entitled to receive the shares of Warrant Stock issuable upon such conversion shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, and in any event within three Business Days of the conversion, provided, that any conversion pursuant the Company shall issue and deliver to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on Person or Persons entitled to receive the same a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office number of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for full shares of Common Warrant Stock are to be issuedissuable upon such conversion. If the holders Warrant shall be converted for less than the total number of a majority shares of Warrant Stock then issuable upon conversion, promptly after surrender of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A aboveWarrant upon such conversion, the Corporation shall notify all other record holders Company will execute and deliver a new warrant, dated the date of Series C Preferred this Warrant, evidencing the right of the Holder to the balance of the Warrant Stock (purchasable hereunder upon the same terms and conditions set forth in this Warrant. If this Warrant is converted, as a "Mandatory Conversion Notice"). Following receipt whole or in part, after the occurrence of a Mandatory Conversion Noticean event as to which Section 3(c) is applicable, the holders Holder shall receive the consideration contemplated by Section 3(c) in lieu of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyCommon Shares.

Conversion. The holders At the Effective Time, each of the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice then ---------- outstanding options to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding purchase shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of VERITAS Common Stock subject (x) to adjustment from time to time as provided below (as so adjustedcollectively, the "conversion ratioVERITAS OPTIONS") (consisting of all outstanding options granted under VERITAS' or VERITAS' predecessors' option plans, including but not limited to its 1985 Stock Option Plan, 1991 Executive Stock Option Plan, 1992 Stock Plan, 1993 Equity Incentive Plan, 1993 Director Stock Option Plan and 1996 Director Option Plan (collectively the "VERITAS PLANS")), and each of the then outstanding warrants to purchase VERITAS Common Stock (the "VERITAS WARRANTS") and any individual non-Plan options, and any convertible debenture or other convertible debt instrument convertible into VERITAS Common Stock (y) (prior to the consummation "VERITAS DEBENTURES"), will, by virtue of the Recapitalization) Merger, and without any further action on the part of any holder thereof, be assumed and converted into an option, warrant, convertible debenture, or other convertible debt instrument, as the case may be, to limitations resulting from the available purchase an equivalent number of shares of Newco Common Stock, at an exercise price per share equal to the per share exercise price of such VERITAS Option or VERITAS Warrant, or at a conversion price per share equal to the conversion price per share of such VERITAS Debenture, as the case may be in effect at the Effective Time, but with VERITAS remaining the obligor on any such convertible debenture or other convertible debt instrument. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code, if applicable, and all other terms and conditions of the VERITAS Options and VERITAS Warrants and VERITAS Debentures will be unchanged and all references in any option or warrant or debenture agreement governing such option or warrant or debenture to VERITAS shall be deemed to refer to Newco, where appropriate. Continuous service as an employee or consultant with VERITAS or any of the VERITAS Subsidiaries (as hereinafter defined) or VERITAS predecessors will be credited to an optionee of VERITAS for purposes of determining the number of shares of Newco Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If exercise under a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice converted VERITAS Option after the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyClosing.

Conversion. The holders (a) At the option and election of the Series C Preferred Stock shall have conversion rights as follows: A. Each holder thereof, each share of Series C B Preferred Stock shall be convertible at the direction ofStock, and by notice including all unpaid dividends accumulated thereon to the Corporation fromConversion Date (as defined below), whether or not such dividends have been declared, may be converted in the manner provided herein, into (i) the holder thereof or (ii) the holders of a majority of the outstanding fully paid, duly authorized and nonassessable shares of Series C Junior Participating Preferred Stock, at any timewithout par value, at the office of the Corporation or (the "Junior Preferred Stock"), on any transfer agent for such SeriesConversion Date occurring prior to the Approval Date, into one thousand and (1,000ii) fully paid and nonassessable shares of Common Stock Stock, on any Conversion Date occurring on or after the Approval Date. As of the Conversion Date with respect to a share of Series B Preferred Stock, subject to subsections (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio"d) and (ye) of this Section A, such share shall be converted into that number of Conversion Shares (prior as defined below) equal to the consummation quotient of (i) the Recapitalizationsum of (A) the Stated Value thereof plus (B) all unpaid dividends accumulated on such share of Series B Preferred Stock to limitations resulting from the available number Conversion Date whether or not such dividends have been declared, divided by (ii) the Conversion Price in effect on the Conversion Date. (b) Conversion of shares of Common the Series B Preferred Stock which may be reserved for issuance effected by any holder thereof upon such conversion, provided, that any conversion pursuant the surrender to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, Corporation at the principal office of the Corporation or at the office of any transfer agent or agents of the Corporation, as may be designated by the Board of Directors of the Corporation and identified to the holders in writing upon such designation, of the certificate for such Series, shares of Series B Preferred Stock to be converted accompanied by a written notice stating that such holder elects to convert all or a specified whole number of shares represented by such certificate in accordance with the provisions of this Section A and shall state therein specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock are Conversion Shares to be issued. If In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the holders issuance of Conversion Shares in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of Conversion Shares on conversion of Series B Preferred Stock pursuant hereto. As promptly as practical, and in any event within three Business Days after the Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series B Preferred Stock being converted (i) certificates representing the number of validly issued, fully paid and nonassessable full Conversion Shares to which such holder shall be entitled to, (ii) any cash that is required to be paid pursuant to subsections (d) and (e) of this Section A, and (iii) if less than the full number of shares of Series B Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series B Preferred Stock evidenced by such surrendered certificate or certificates less the number of shares of Series B Preferred Stock being converted. Such conversion shall be deemed to have occurred at the close of business on the date (the "Conversion Date") of the giving of such notice by the holder of the Series B Preferred Stock to be converted and of such surrender of the certificate or certificates representing the shares of Series B Preferred Stock to be converted so that as of such time the rights of the holder thereof as to the shares being converted shall cease except for the right to receive Conversion Shares and/or cash in accordance herewith, and the person entitled to receive the Conversion Shares issued as a result of such conversion shall be treated for all purposes as having become the holder of such Conversion Shares at such time. (c) In the event that the Series B Preferred Stock is to be redeemed or repurchased pursuant to Article V hereof, from and after the Redemption Date or the applicable repurchase date, the right of a majority holder to convert shares of Series B Preferred Stock pursuant to this Section A shall cease and terminate, except if the Corporation shall default in payment of the Redemption Price on the Redemption Date or the repurchase price on the applicable repurchase date, in which case all such rights shall continue unless and until such shares are redeemed or repurchased and such redemption or repurchase price is paid in full in accordance with the terms hereof. Notwithstanding anything in the foregoing to the contrary, if the Conversion Date shall occur with respect to any shares of Series B Preferred Stock on or prior to any Redemption Date or repurchase date, such shares of Series B Preferred Stock shall be converted by the Corporation into Conversion Shares in the manner provided in this Section A. (d) In connection with the conversion of any shares of Series B Preferred Stock, no fractions of Conversion Shares shall be issued, but in lieu thereof the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Closing Price per share of Common Stock on the Conversion Date (or on the Trading Day immediately preceding the Conversion Date, if the Conversion Date is not a Trading Day). If more than one share of Series B Preferred Stock shall be surrendered for conversion by the same holder on the same Conversion Date, the number of full Conversion Shares issuable on conversion thereof shall be computed on the basis of the total number of shares of Series B Preferred Stock so surrendered. (e) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Series B Preferred Stock in accordance with the terms hereof, such number of its authorized but unissued shares of Junior Preferred Stock and Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series C B Preferred Stock, and shall take all action required to increase the authorized number of shares of Junior Preferred Stock give notice or Common Stock if necessary to permit the conversion of conversion under paragraph A above, the Corporation shall notify all other record holders outstanding shares of Series C B Preferred Stock (a "Mandatory Conversion Notice"). Following receipt Stock, except that from and after the Approval Date no shares of a Mandatory Conversion Notice, the holders of Series C Junior Preferred Stock shall surrender the certificate or certificates therefor dulybe required to be so reserved.

Conversion. The holders Subject to the provisions of the Series C Preferred Stock shall have Indenture (including without limitation the conditions of conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority Notes set forth in Article V of the outstanding shares of Series C Preferred StockIndenture), the Holder hereof has the right, at any timeits option, at to convert the office of the Corporation principal amount hereof or any transfer agent for portion of such Seriesprincipal which is $1,000 or an integral multiple thereof, into one thousand (1,000) fully paid and nonassessable Conversion Consideration based on the Conversion Rate specified in the Indenture. The initial Conversion Rate is 95.6823 shares of Common Stock per $1,000 principal amount of Notes (equivalent to an initial Conversion Price of approximately $10.45 per share of Common Stock), subject (x) to adjustment from time to time in certain events described in the Indenture. No fractional shares of Common Stock will be issued upon any conversion. The Company shall make payment of an amount in cash, as provided below (as so adjustedin the Indenture, in respect of any fraction of a share of Common Stock which would otherwise be issuable upon the "conversion ratio") and (y) (prior surrender of any Notes for conversion. Notes in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date may be converted only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture. Notwithstanding anything to the consummation contrary in the Indenture, no Holder will be entitled to receive shares of the RecapitalizationCommon Stock upon conversion of Notes to the extent (but only to the extent) to limitations resulting from that such delivery would result in a violation of the available number Ownership Limitation. If any delivery of shares of Common Stock which may be reserved for issuance owed to a Holder upon conversion is not made, in whole or in part, because such conversion, provided, that any conversion pursuant to clause (ii) above of less than all delivery would result in a violation of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation Ownership Limitation, the obligation of the RecapitalizationCompany to make such delivery shall not be extinguished, and the Company will make such delivery as promptly as practicable after any such Holder gives notice to the Company that such delivery would not result in a violation of the Ownership Limitation. For the avoidance of doubt, the number "1,000" restrictions set forth in this paragraph shall be "1", subject will not affect the Company’ right to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of elect the Settlement Method applicable to the conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein Note in the name or names manner set forth in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyIndenture.

Conversion. The holders (a) As of the Effective Time, by virtue of the Merger and without any additional action on the part of any holder of shares of the Seller's Series B Preferred Stock, each share of Series B Preferred Stock of the Seller issued and outstanding immediately prior to the Effective Time (other than any Dissenters' Shares) and any accrued and unpaid dividends in respect thereof shall be converted into the right to receive its pro rata portion (based on the number of shares of Series B Preferred Stock including Dissenters' Shares which are shares of Series B Preferred Stock) of the Series C B Preferred Stock shall have conversion rights Merger Consideration, payable upon surrender of the certificate representing such shares to the Disbursing Agent as follows:set forth in Section 2.6 hereof and as otherwise set forth herein. A. Each (b) As of the Effective Time, by virtue of the Merger and without any additional action on the part of any holder of shares of the 15% Preferred Stock of the Seller, each share of Series C 15% Preferred Stock of the Seller issued and outstanding immediately prior to the Effective Time (other than any Dissenters' Shares) and any accrued and unpaid dividends in respect thereof shall be convertible at converted into the direction ofright to receive its pro rata portion (based on the number of shares of 15% Preferred Stock including Dissenters' Shares which are shares of 15% Preferred Stock) of the 15% Preferred Stock Merger Consideration, and by notice payable upon surrender of the certificate representing such shares to the Corporation from, Disbursing Agent as set forth in Section 2.6 hereof and as otherwise set forth herein. (ic) the holder thereof or (ii) the holders of a majority As of the outstanding Effective Time, by virtue of the Merger and without any additional action on the part of any holder of shares of Series C 8% Preferred Stock of the Seller, each share of 8% Preferred Stock of the Seller issued and outstanding immediately prior to the Effective Time (other than any Dissenters' Shares) and any accrued and unpaid dividends in respect thereof shall be converted into the right to receive its pro rata portion (based on the number of shares of 8% Preferred Stock including Dissenters' Shares which are shares of 8% Preferred Stock, at any time, at the office ) of the Corporation or 8% Preferred Stock Merger Consideration, payable upon surrender of the certificate representing such shares to the Disbursing Agent as set forth in Section 2.6 hereof and as otherwise set forth herein. (d) As of the Effective Time, by virtue of the Merger and without any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable additional action on the part of any holder of shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjustedof the Seller, each share of Common Stock of the "conversion ratio") Seller issued and (y) (outstanding immediately prior to the consummation of Effective Time (other than any Dissenters' Shares) shall be converted into the Recapitalization) right to limitations resulting from receive its pro rata portion (based on the available number of shares of Common Stock including Dissenters' Shares which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (iiare shares of Common Stock) above of less than all of the outstanding Common Stock Merger Consideration, payable upon surrender of the certificate representing such shares to the Disbursing Agent as set forth in Section 2.6 hereof and as otherwise set forth herein. (e) As of the Effective Time, by virtue of the Merger and without any additional action on the part of any holder of shares of common stock of the Acquiror, each share of common stock of the Acquiror issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (f) Notwithstanding the foregoing, the amount of Series C B Preferred Stock Merger Consideration, 15% Preferred Stock Merger Consideration, 8% Preferred Stock Merger Consideration or Common Stock Merger Consideration payable to any holder of Series B Preferred Stock, 15% Preferred Stock, 8% Preferred Stock or Common Stock, as the case may be, who has issued a promissory note to the Seller in consideration or partial consideration for his, her or its shares of such stock, shall be reduced by the principal of and interest on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation such note outstanding as of the RecapitalizationEffective Time, the number "1,000" in this paragraph all such notes shall be "1"cancelled as of the Effective Time, subject to adjustment and the Aggregate Merger Consideration payable by the Acquiror shall be reduced by the aggregate amount of the principal of and interest on such notes as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"Section 2.2(c). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor duly.

Conversion. The holders In the event that the LLC determines to consummate a Qualified Initial Public Offering, the Board of Managers shall have the power and authority, to incorporate the LLC or take such other action as it may deem advisable, including, without limitation, (A) dissolving the LLC, creating one or more subsidiaries of the Series C Preferred Stock newly formed corporation and transferring to such subsidiaries any or all of the assets of the LLC (including by merger) or (B) causing the Members to exchange their Units for common stock of the newly formed corporation. In connection with any such transaction, the Members shall have receive, in exchange for their respective Units, shares of common stock of such corporation or its subsidiaries having the same relative economic interest in such corporation or its subsidiaries as is set forth in this Agreement, subject to any modifications required solely as a result of the conversion rights as follows: A. Each share to corporate form. At the time of Series C Preferred Stock shall be convertible at such transaction, the direction ofMembers shall, and hereby agree to, take any and all actions deemed reasonably necessary and appropriate by notice the Board of Managers to the Corporation fromeffect such transaction, including entering into a stockholders’ agreement providing for (i) the holder thereof restrictions on Transfer set forth in this Agreement; provided that such restrictions shall not apply to sales in broadly disseminated public offerings, to sales in accordance with Rule 144 under the Securities Act or to sales following the consummation of such Qualified Initial Public Offering and (ii) an agreement to vote all shares of capital stock held by them to elect the holders Board of Managers as the directors of the new corporation in accordance with this Agreement. Prior to consummating any such transaction, the Members shall approve the proposed forms of a majority certificate of incorporation, by-laws, stockholders’ agreement and any other governing documents proposed to be established for such corporation and its subsidiaries, if any, all of which shall, as nearly as practicable, reflect the rights and obligations of the outstanding shares of Series C Preferred Stock, at Members under this Agreement and comparable agreements applicable to any time, at the office subsidiary as of the Corporation or date of such transaction. Prior to effecting any transfer agent for such Seriesconversion under this Section 9.5, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from the Class A Members shall be given sufficient time to time effect reasonable tax planning and other internal restructuring as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock Class A Member shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are deem to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyreasonably necessary.

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) Each outstanding share of Class A Common Stock shall automatically convert into one share of Class C Common Stock immediately upon (A) the transfer thereof to any Person other than a Permitted Transferee who is also a Principal or a Related Party or (B) the occurrence of a Class B Event, in either case with no further action on the part of any holder thereof. (ii) Upon the conversion of any shares of Class A Common Stock pursuant to clause (i) above, the holder thereof shall promptly surrender the certificate or (ii) certificates representing the holders of a majority of the outstanding shares of Series C Preferred StockClass A Common Stock so converted, at any timeduly endorsed, at to the office Secretary of the Corporation or to any transfer agent for the Class A Common Stock. If so required by the Corporation, any certificate for shares surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder of such Seriesshares or the duly authorized representative of such holder. Upon receipt by the Secretary or transfer agent of the foregoing certificate or certificates and, into one thousand (1,000) fully paid and nonassessable if required, instruments of transfer, the Corporation shall cause to be issued to the holder who surrendered the certificate or certificates representing shares of Class A Common Stock subject or such holder's nominee or nominees, a certificate or certificates representing either (xA) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available appropriate number of shares of Class C Common Stock which may be reserved for issuance upon such conversion, provided, that any (in the case of a conversion pursuant to clause (iii)(A) above above) or (B) one share of less than all Class C Common Stock for each share of Class A Common Stock represented by such surrendered certificate (in the outstanding shares case of Series C Preferred Stock a conversion pursuant to clause (i)(B) above), and shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalizationissue and deliver to such holder, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A aboveor such holder's nominee or nominees, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for as well as, in the Series C Preferred Stock being convertedcase of a conversion pursuant to clause (i)(A) above, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the a certificate or certificates for representing any shares of Class A Common Stock are represented by such surrendered certificate that were not transferred in a manner that effected a conversion thereof into shares of Class C Common Stock. Such conversion shall be deemed to have been effected at the close of business on the date of the occurrence of the event giving rise to such conversion, and the Person or Persons entitled to receive the shares of Class C Common Stock issuable upon such conversion shall be issued. If treated for all purposes as the record holder or holders of a majority of the outstanding such shares of Series Class C Preferred Common Stock give notice on that date. (iii) A number of shares of Class C Common Stock equal to the number of shares of Class A Common Stock outstanding from time to time shall be set aside and reserved for issuance upon conversion under paragraph of shares of Class A above, the Corporation Common Stock into Class C Common Stock. Shares of Class A Common Stock that have been converted pursuant to clause (i) shall notify all other record holders be retired and may not be reissued. Shares of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Class A Common Stock shall surrender the certificate or certificates therefor dulynot be convertible into shares of Class B Common Stock. Shares of Class B Common Stock shall not be convertible into shares of any other class of Common Stock. Shares of Class C Common Stock shall not be convertible into shares of any other class of Common Stock. Shares of Class D Common Stock shall not be convertible into shares of any other class of Common Stock.

Conversion. (a) The holders Holder may elect in writing to convert all or designated part of the Series C Preferred Stock shall have conversion rights as follows: A. Each share principal amount of Series C Preferred Stock the Notes at any time before the Note is paid in full. Before the Holder shall be convertible at entitled to convert this Note into Shares, the direction ofHolder shall surrender this Note, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any timeduly endorsed, at the office of the Corporation or any transfer agent for such SeriesMaker, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior shall give written notice to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, Maker at the its principal corporate office of the Corporation or of any transfer agent for such Series, election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock the Shares are to be issuedissued (the "Notice of Conversion"). (b) The Maker shall have one (1) business day from its receipt of the Notice of Conversion to elect to prepay the Note by notifying Holder in writing of such election and, within five (5) business days thereafter, delivering to Holder the payment set forth in Paragraph 12 below. In the event that Maker prepays the Note, ▇▇▇▇▇▇'s right to convert the Note shall terminate, and his Notice of Conversion shall not be effective. (c) In the event that the Maker does not prepay as set forth in subparagraph (b), it shall promptly issue and deliver to the Holder, or to such persons at the address specified by the Holder, a certificate or certificates for the Shares to which the Holder is entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of this Note, and the persons entitled to receive the Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Shares as of such date. No fractional shares shall be issued upon conversion of this Note, and the number of Shares to be issued shall be rounded down to the nearest whole share. If the holders of a majority conversion is not canceled by prepayment, the outstanding portion of the outstanding shares of Series C Preferred Stock give notice of principal balance designated by the Holder will be converted into Shares at $0.22 per share, and accrued and unpaid interest will be converted into Shares at the market price based on the average closing price for the five (5) trading days prior to the conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulydate.

Conversion. (a) The holders of the Series C Preferred Stock shall have conversion rights as follows: A. Each share shares of Series C D Preferred Stock shall be convertible convertible, in whole or in part, at the direction ofoption of the Holders thereof, and at any time prior to the Anniversary Date (as defined below) into a number of shares of Common Stock equal to (A) the aggregate Accrued Liquidation Preference of the Series D Preferred Stock to be converted as of the Conversion Date (as defined below), divided by (B) the Conversion Price (as defined below). In order to convert shares of Series D Preferred Stock, the Holder thereof shall (i) deliver an irrevocable written notice (the "Conversion Notice") to the Corporation fromspecifying the number of shares of Series D Preferred Stock to be converted and the name in which such Holder wishes the certificate for shares of Common Stock to be issued, and (ii) surrender the certificate for such shares of Series D Preferred Stock to the Corporation and deliver such additional documents as the Corporation shall reasonably request in connection with such conversion. (b) The shares of Series D Preferred Stock shall be convertible, in whole and not in part, at the option of the Corporation, on the Corporation Conversion Date (as defined below) into a number of shares of Common Stock equal to (A) the aggregate Accrued Liquidation Preference of the Series D Preferred Stock to be converted, divided by (B) the Conversion Price. In order to convert shares of Series D Preferred Stock, the Corporation shall deliver a written notice to each Holder. (c) If the Series D Preferred Stock is converted into the Common Stock pursuant to Section 7(a) or Section 7(b), the Corporation shall deliver or cause to be delivered as directed by the relevant Holder promptly (i) certificates representing the holder thereof or (ii) the holders full number of a majority of the outstanding shares of Series C Preferred Stockvalidly issued, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject to which such Holder shall be entitled, and (xii) if less than the full number of shares of Series D Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series D Preferred Stock evidenced by such surrendered certificate or certificates less the number of shares of Series D Preferred Stock being converted. Such conversion shall be deemed to adjustment from have occurred at the close of business on the Conversion Date so that as of such time the rights of the Holder thereof to time the shares of Series D Preferred Stock being converted shall cease, except for the right to receive certificates representing shares of Common Stock in accordance herewith, and the Holder entitled to receive the shares of Common Stock issued as provided below a result of such conversion shall be treated for all purposes as having become the holder of record of such shares of Common Stock at such time. (as so adjustedd) In connection with the conversion of any shares of Series D Preferred Stock, no fractions of shares of Common Stock shall be issued. If more than one share of Series D Preferred Stock shall be surrendered for conversion by the same Holder on the same Conversion Date, the "number of full shares of Common Stock issuable on conversion ratio") and (y) (prior to thereof shall be computed on the consummation basis of the Recapitalization) to limitations resulting from total number of shares of Series D Preferred Stock so surrendered. If the available conversion of any shares of Series D Preferred Stock results in a fraction of a share of Common Stock, the number of shares of Common Stock which may issuable to the Holder shall be reserved for issuance upon such conversion, provided, that any conversion pursuant rounded down to clause the nearest whole number. (iie) above of less than The Corporation shall at all of times when the outstanding shares of Series C D Preferred Stock shall be on a pro rata basis amongst all holders outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series C D Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the number of its duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for authorized shares of Common Stock are as shall from time to time be issued. If sufficient to effect the holders conversion of a majority all outstanding Series D Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series C D Preferred Stock give notice of conversion under paragraph A aboveStock, the Corporation shall notify all other record holders take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. (f) The Corporation's obligations to issue and deliver shares of Common Stock upon conversion of Series C D Preferred Stock (a "Mandatory Conversion Notice"). Following receipt in accordance with the terms hereof are absolute and unconditional, irrespective of a Mandatory Conversion Noticeany action or inaction by any Holder to enforce the same, any waiver or consent with respect to any provision hereof, the holders recovery of Series C Preferred Stock shall surrender any judgment against any person or any action to enforce the certificate same, or certificates therefor dulyany setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by any Holder or any other person of any obligation to the Corporation or any violation or alleged violation of law by any Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to any Holder in connection with the issuance of such shares of Common Stock.

Conversion. The holders (a) Subject to applicable Law, from the date hereof until the earlier of the Series C Preferred Stock Closing Date and the termination of this Agreement, Purchaser and Seller shall have use reasonable best efforts to cooperate to effect the orderly transition of the Transferred Business from Seller to Purchaser. Purchaser shall deliver to Seller a proposed transition and conversion rights plan (the “Conversion Plan”), which shall also detail the data to be included in the conversion file as follows: A. Each share reasonably agreed by the parties, no later than fifteen (15) calendar days after the date hereof, and Purchaser and Seller shall use reasonable best efforts to finalize the Conversion Plan within sixty (60) calendar days after the date hereof; provided that, for the avoidance of Series C Preferred Stock doubt, the conversion file, including the interim conversion files provided by Seller between the date hereof and the Closing Date as well as the final conversion file provided by Seller on the Closing Date, shall include the Accrued Interest and Fees for each Purchased Loan and each Assumed Deposit shall reflect posted interest and fees. Following completion of the Conversion Plan, each of Purchaser and Seller shall perform their respective responsibilities set forth therein. In connection therewith, Seller and Purchaser shall each as promptly as practicable after the execution of this Agreement designate certain of their respective employees as “transition coordinators”, who will lead the development of the Conversion Plan and will oversee the implementation of such plan. The Conversion Plan shall include an agreed number of copies of the information in the Records, as well as the intervals at which such copies shall be convertible at provided. (b) With respect to any data, including Transferred Business Relationship Information or other non-public personal information of any Branch Customer, transferred to Purchaser’s systems for conversion purposes (and without limiting the direction ofprovisions of this Agreement or the Confidentiality Agreement), prior to Closing: (1) Purchaser shall not use those data for any purposes other than for the conversion and in accordance with the Conversion Plan, shall transfer those data only to personnel involved in the conversion with a need to know such information (and, for the avoidance of doubt, not to front office/customer-facing personnel) and shall implement any “clean team” protocols reasonably requested by Seller and comply with the data security requirements as set forth in Exhibit 7.12(b); (2) Purchaser shall retain and use such data in accordance with applicable Law; (3) except as may be required by applicable Law, Purchaser shall not disclose those data to any person (including any of its Affiliates) without Seller’s prior written consent; (4) if this Agreement is terminated pursuant to Article XI, Purchaser shall immediately, as requested by Seller, destroy or transfer to Seller all those data, except for any such data Purchaser is required to retain under applicable Law, and by notice certify to Seller that it has not retained or has destroyed (as applicable) all those data; and (5) except for any such data Purchaser is required to retain pursuant to a court order or judgment, data in respect of customers that are not, or cease to be, Branch Customers shall, immediately on Seller’s request, be destroyed or transferred to Seller and Purchaser shall certify to Seller that it has not retained or has destroyed (as applicable) all such data. Before providing any Transferred Business Relationship Information or other Branch Customer identifying data to Purchaser, Seller will have the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject right to either (x) to adjustment from time to time conduct an inspection during Purchaser’s normal business hours of Purchaser’s or its vendors’ information security principles and controls, as provided below (as so adjustedapplicable, the "conversion ratio") and or (y) (prior request Purchaser or its vendors to furnish a certificate from a third party information security provider of Purchaser’s choice, reasonably acceptable to Seller, certifying that Purchaser’s or its vendors’ information security principles and controls are consistent with Seller’s applicable security standards. Purchaser may only provide Transferred Business Relationship Information or other Branch Customer identifying data to its vendors if such vendors have executed a confidentiality agreement with Purchaser and Seller containing terms no less favorable to Seller than the consummation terms of the Recapitalization) Confidentiality Agreement (without regard to limitations resulting from the available number any modification thereof pursuant hereto or lapse of shares time). Upon Purchaser’s discovery of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion a data breach experienced by Purchaser or its vendors involving Transferred Business Relationship Information or other Branch Customer identifying data received by Purchaser or its vendors pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalizationthis Agreement, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation Purchaser shall notify all other record holders Seller of Series C Preferred Stock such breach as promptly as practicable following discovery, but in no event later than five (5) Business Days thereafter and keep Seller reasonably informed regarding such breach. In the event of such a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Noticedata breach, the holders of Series C Preferred Stock Purchaser and Seller shall surrender the certificate or certificates therefor dulycooperate in good faith to take any necessary action, including customer notifications.

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. (a) Each share of Series C Preferred Stock shall Note may be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, converted at any time, in whole or in part, at the office option of the Corporation or any transfer agent for such Seriesholder thereof, in the manner hereinafter provided, into one thousand (1,000) fully fully-paid and nonassessable shares of Common Stock. The Notes shall automatically be converted into shares of Common Stock subject at the then effective Conversion Price for such shares with the consent of the Majority Holders. (xb) to adjustment The initial conversion rate for the Notes shall be 100 shares of Common Stock for each $1,000 in aggregate principal amount of the Notes representing an initial Conversion Price (for purposes of Section 10) of $10.00 per share of the Common Stock. The applicable conversion rate and Conversion Price from time to time in effect is subject to adjustment as provided below hereinafter provided. (as so adjusted, the "conversion ratio"c) and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number The Company shall not issue fractions of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares Notes or scrip in lieu thereof. If any fraction of Series C Preferred a share of Common Stock would, except for the provisions of this Section 9(c), be issuable upon conversion of either Note or the Notes, the Company shall in lieu thereof pay to the person entitled thereto an amount in cash equal to the Market Price of such fraction, calculated to the nearest one-hundredth (1/100) of a share. (d) Whenever the conversion rate and Conversion Price shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment adjusted as provided in Section 10 hereof, the Company shall forthwith file at each office designated for the conversion of the Notes, a statement, signed by the Chairman of the Board, the President, any Vice President or Treasurer of the Company, showing in reasonable detail the facts requiring such adjustment and the conversion rate that will be effective after such adjustment. The Company shall also cause a notice setting forth any such adjustments to be sent by mail, first class, postage prepaid, to the holders of the Notes. If such notice relates to an adjustment resulting from an event referred to in paragraph VIII.G.10(g), such notice shall be included as part of the notice required to be mailed and published under the provisions of paragraph 10(g) hereof. B. If a (e) In order to exercise the conversion right, each holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder a Note shall surrender with such Optional Conversion Notice its Note therefore to the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, Company at the office of the Corporation or of any transfer agent for such Seriesits principal office, and shall give written notice to the Company at such office that such holder elects to convert its Note. Such notice shall also state therein the name or names (with address) in which the certificate or certificates for shares of Common Stock are which shall be issuable on such conversion shall be issued, subject to any restrictions on transfer relating to such Note or shares of Common Stock upon conversion thereof. If so required by the Company, the Note or Notes surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the Company, duly authorized in writing. The date of receipt by the Company of the certificates and notice shall be the conversion date. As soon as practicable after receipt of such notice and the surrender of the as aforesaid, the Company shall cause to be issued. If issued and delivered at such office to such holder, or on his or its written order, a certificate or certificates for the holders number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Section 9(c) in respect of any fraction of a majority share of Common Stock otherwise issuable upon such conversion. (f) Upon any conversion of all or any part of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion NoticeNotes hereunder, the holders of Series C Preferred the Notes shall be entitled to receive, at the election of the Company, cash in respect of any accrued but unpaid interest or additional shares of Common Stock equal to the amount of accrued but unpaid interest as of the date of conversion, divided by the Conversion Price then in effect. (g) In the event of a partial conversion of either Note or the Notes, the Company, at its expense, will forthwith issue to the holder or holders thereof a new Note or Notes of like tenor representing the portion of the Note or Notes that have not been converted, such Note or Notes to be issued in the name of the holder thereof or its nominee (upon payment by such holder of any applicable transfer taxes). (h) The Company shall surrender at all times when the certificate or certificates therefor dulyNotes shall be outstanding reserve and keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the Notes, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of the Notes. Before taking any action which would cause an adjustment reducing the conversion price below the then par value of the shares of Common Stock issuable upon conversion of the Notes, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully-paid and nonassessable shares of such Common Stock at such adjusted Conversion Price.

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. (i) Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock at the Conversion Ratio (subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio"reduction under Section 5(a)(ii) and (yiii), at the option of the holder in whole or in part at any time after the expiration of 45 days after the Original Issue Date (as defined in Section 7 below) (prior the "Conversion Term"). Any conversion under this Section 5(a)(i) shall be of a minimum amount of at least 12,500 shares of Preferred Stock. The holder shall effect conversions by delivering to the consummation Company a written notice (the "Holder Conversion Notice"), accompanied by the certificate representing the shares of the RecapitalizationPreferred Stock to be converted. Each Holder Conversion Notice shall specify the number of shares of Preferred Stock to be converted and the date on which such conversion is to be effected (the "Holder Conversion Date"), which shall in no event be earlier than the date such Holder Conversion Notice is given in accordance with Section 5(k) below. Each Holder Conversion Notice, once given, shall be irrevocable (subject to limitations resulting from Section 5(c) below). If the available holder is converting less than all shares of Preferred Stock, the Company shall promptly deliver to the holder a certificate for such number of shares of Preferred Stock as have not been converted. (ii) If on the Conversion Date (as defined below) applicable to any conversion under Section 5(a) or 5(b), the Conversion Price (as defined below) then in effect is such that the aggregate number of shares of Common Stock that would then be issuable upon conversion of all then-outstanding shares of Preferred Stock, when combined with any shares of Common Stock previously issued upon conversion of any shares of Preferred Stock, would equal or exceed 1,070,000 shares (the "Issuable Maximum"), then the Company shall be obligated to effect the conversion of only such portion of each share of Preferred Stock subject to such conversion as is represented by the Conversion Percentage (as defined in the next sentence), and the remaining portion of such share shall be subject to the mandatory redemption provisions of Section 6. The "Conversion Percentage" shall be a fraction, the numerator of which may is the "Allowable Conversion Maximum" (as defined in the next sentence) and the denominator of which is the total number of shares of Preferred Stock outstanding prior to such conversion. The Allowable Conversion Maximum at any time shall be reserved the difference between the Issuable Maximum and the total number of shares of Common Stock previously issued upon conversion of shares of Preferred Stock. In the event of any stock split, stock dividend, recapitalization, reorganization or other similar action or event, appropriate adjustment shall be made to the Issuable Maximum and the Allowable Conversion Maximum. (iii) If on any Conversion Date for issuance any shares of Preferred Stock applicable to any conversion under Section 5(a) or 5(b), the Per Share Market Value of the Common Stock on the immediately preceding date exceeds $7.75, the number of shares issued upon conversion of such shares of Preferred Stock shall be reduced by a number of shares equal to 50% of (A) the amount by which such Per Share Market Value exceeds $7.75, divided by (B) such Per Share Market Value, times (C) the number of shares which would otherwise be issued upon such conversion, provided, that any conversion pursuant to clause but for the reduction provided for in this Section 5(a)(iii). (iib) above of less than all Each share of the outstanding shares of Series C Preferred Stock shall be convertible into shares of Common Stock at the Conversion Ratio (subject to reduction under Section 5(a)(ii) and (iii) above), at the option of the Company in whole or in part at any time on or after the expiration of 120 days after the Original Issue Date. The Company shall effect such conversion by delivering to the holders of such shares of Preferred Stock to be converted a written notice (the "Company Conversion Notice"), which Company Conversion Notice, once given, shall be irrevocable; provided, however, that during the period of two years after the Original Issue Date, the Company shall have no right to deliver a Company Conversion Notice and effect the conversion of shares of Preferred Stock under this Section 5(b) unless either (i) all of such shares may be converted into shares of Common Stock in accordance with Section 5(a)(ii); or (ii) all of such shares may be either converted into shares of Common Stock in accordance with Section 5(a)(ii) or may be redeemed and the entire redemption price paid in full in accordance with Section 6 without violating the CGCL (as defined below in Section 6). Each Company Conversion Notice shall specify the number of shares of Preferred Stock to be converted and the date on which such conversion is to be effected (the "Company Conversion Date"). The Company shall give such Company Conversion Notice in accordance with Section 5(k) below at least two Trading Days before the Company Conversion Date. Any such conversion shall be effected on a pro rata basis amongst all among the holders of Series C Preferred Stock. After consummation Upon the conversion of shares of Preferred Stock pursuant to a Company Conversion Notice, the holders of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with the certificates representing such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, shares at the office of the Corporation Company or of any transfer agent for the Preferred Stock or Common Stock. If the Company is converting less than all shares of the Preferred Stock, the Company shall, upon conversion of such Series, shares subject to such Company Conversion Notice and shall state therein the name or names in which receipt of the certificate or certificates representing such shares of Preferred Stock, deliver to the holder or holders a certificate for such number of shares of Preferred Stock as have not been converted. Each of a Holder Conversion Notice and a Company Conversion Notice is sometimes referred to herein as a "Conversion Notice," and each of a "Holder Conversion Date" and a "Company Conversion Date" is sometimes referred to herein as a "Conversion Date." (c) Three Trading Days after the Conversion Date, the Company will deliver to the holder (i) a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those then required by law), representing the number of shares of Common Stock being acquired upon the conversion of shares of Preferred Stock (subject to any reduction required pursuant to Section 5(a)(ii) or (iii)), and (ii) subject to Section 6 below, the certificate representing the number of shares of Preferred Stock not converted; provided, however that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any shares of Preferred Stock (or with respect to shares subject to redemption pursuant to Sections 5(a)(ii) and 6, to pay the redemption price payable under Section 6), until certificates evidencing such shares of Preferred Stock are either delivered to the Company or any transfer agent for the Preferred Stock or Common Stock, or the holder notifies the Company that such certificates have been lost, stolen or destroyed and provides a bond (or other adequate security acceptable to the Company) satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. The Company shall, upon request of the holder, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section 5(c) electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. In the case of a conversion pursuant to a Holder Conversion Notice, if such certificate or certificates are not delivered by the date required under this Section 5(c), the holder shall be entitled by written notice to the Company at any time on or before such holder's receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the certificates representing the shares of Preferred Stock tendered for conversion. (i) The Conversion Price (the "Conversion Price") in effect on any Conversion Date shall be the lesser of the Closing Price on the Trading Day immediately preceding the Original Issue Date or 82.5% of the average of the Closing Price on the three Trading Days immediately preceding the Conversion Date. For purposes of this Section, the "Closing Price" on any Trading Day shall mean the last reported closing price of the Common Stock of the Company on such day on the principal securities exchange on which the Common Stock is listed or, if the Common Stock is not so listed, the last reported bid price of the Common Stock as reported on The Nasdaq National Market on such date or, if the Common Stock is neither so listed nor so reported, the last reported bid price of the Common Stock as quoted by a registered broker-dealer for which such quotes are available on such date. (ii) If the Company, at any time while any shares of Preferred Stock are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Junior Stock payable in shares of its capital stock (whether payable in shares of its Common Stock or of capital stock of any class), (b) subdivide outstanding shares of Common Stock into larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of Common Stock any shares of capital stock of the Company, the Conversion Price designated in Section 5(d)(i) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 5(d)(ii) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (iii) In case the Company, at any time while any shares of the Preferred Stock are outstanding, shall issue rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Per Share Market Value of Common Stock at the record date mentioned below, the Conversion Price designated in Section 5(d)(i) shall be multiplied by a fraction, of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. If However, upon the expiration of any right or warrant to purchase Common Stock the issuance of which resulted in an adjustment in the Conversion Price designated in Section 5(d)(i) pursuant to this Section 5(d)(iii), if any such right or warrant shall expire and shall not have been exercised, the Conversion Price designated in Section 5(d)(i) shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section 5 after the issuance of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (iv) In case the Company, at any time while shares of Preferred Stock are outstanding, shall distribute to all holders of Common Stock (and not to holders of Preferred Stock) evidences of its indebtedness or assets or rights or warrants, to subscribe for or purchase any security (excluding those referred to in Section 5(d)(iii) above) then in each such case the Conversion Price at which each share of the Preferred Stock shall thereafter be convertible shall be determined by multiplying the Conversion Price in effect prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors of the Company in good faith; provided, however that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, then such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "Appraiser") selected in good faith by the holders of a majority in interest of the outstanding shares of Series C Preferred Stock; and provided, further that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. In either case the adjustments shall be described in a statement provided to all holders of Preferred Stock give notice of conversion the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (v) All calculations under paragraph A abovethis Section 6 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (vi) Whenever the Conversion Price is adjusted pursuant to Section 5(d)(ii),(iii), (iv) or (v), the Corporation Company shall notify promptly mail to each holder of shares of Preferred Stock, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (vii) In case of any reclassification of the Common Stock, any consolidation or merger of the Company with or into another person, sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which share exchange the Common Stock is converted into other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Noticesecurities, cash or property, then the holders of Series C the shares of Preferred Stock then outstanding shall surrender have the certificate right thereafter to convert such shares only into the kind and amount of shares of stock and other securities and property receivable upon or certificates therefor dulydeemed to be held following such reclassification, consolidation, merger, sale, transfer or share exchange by a holder of a number of shares of the Common Stock of the Company into which such shares Preferred Stock could have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the holder of shares of Preferred Stock the right to receive the securities or property set forth in this Section 5(d)(vii) upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (viii) In case: (A) the Company shall declare a

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. (a) Each share of Series C Preferred Class B Common Stock shall be convertible converted at such time, in such manner and upon such terms and conditions as provided herein into one fully paid and non-assessable share of Class A Common Stock. (b) Each share of Class B Common Stock shall automatically convert into a share of Class A Common Stock (x) at such time as the direction ofholders of all Class B Common Stock cease to own in the aggregate 15% of the issued and outstanding Common Stock, or (y) at such earlier time as provided in Section 3 of this Article FOURTH, Division B. Upon automatic conversion of shares of Class B Common Stock, the Corporation shall reflect such conversion, and by notice the issuance of Class A Common Stock in connection therewith on its books and records for all purposes even if certificates reflecting such converted shares of Class B Common Stock are not surrendered to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding its transfer agent. All shares of Series C Preferred Class B Common Stock, at any timeupon conversion thereof into Class A Common Stock, at shall retain their designation as Class B Common Stock and shall have the office status of authorized and unissued shares of Class B Common Stock; provided that if all shares of Class B Common Stock outstanding are converted into shares of Class A Common Stock, then all authorized but unissued shares or treasury shares of Class B Common Stock shall automatically convert into authorized but unissued or treasury shares of Class A Common Stock, as the Corporation case may be, and no further shares of Class B Common Stock shall exist. Except as specifically contemplated under this Section 4, shares of Class B Common Stock may not be converted into Class A Common Stock. (c) Each share of Class A Common Stock beneficially owned (within the meaning of Section 3 of this Article FOURTH, Division B) by Chevron U.S.A. Inc., a Pennsylvania corporation ("Chevron"), or any transfer agent for its Affiliates shall simultaneous with Chevron or its Affiliate acquiring such Series, ownership automatically be converted into one thousand (1,000) fully paid and nonassessable non-assessable share of Class B Common Stock; provided, however, that for purposes of any shares of Class B Common Stock subject so issued, only Chevron will be deemed to be the Original Holder thereof for purposes of the provisions of Section 3 of this Article FOURTH, Division B, and provided, further, that this provision shall not apply with respect to shares of Class A Common Stock issued upon conversion of all Class B Common Stock in accordance with part (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalizationfirst sentence of paragraph (b) to limitations resulting from the available number of this Section 4, or any shares of Class A Common Stock owned by Chevron or its Affiliates, after such conversion shall have occurred. Upon automatic conversion of shares of Class A Common Stock, the Corporation shall reflect such conversion and the issuance of Class B Common Stock which may be reserved in connection therewith on its books and records for issuance upon all purposes even if certificates reflecting such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding converted shares of Series C Preferred Class A Common Stock are not surrendered to the Corporation for transfer. All shares of Class B Common Stock shall be on a pro rata basis amongst all holders subject to the restrictions and provisions contained in this Restated Certificate of Series C Preferred Incorporation. All shares of Class A Common Stock. After consummation , upon conversion thereof into Class B Common Stock, shall retain their designation as Class A Common Stock and shall have the status of authorized and unissued shares of Class A Common Stock. (d) Nothing herein shall prevent the Original Holder (or any Permitted Transferee) of the RecapitalizationClass B Common Stock and the Corporation from executing an agreement allowing the Original Holder (or any Permitted Transferee), at its option, to convert the number "1,000" in this paragraph shall be "1"Class B Common Stock into Class A Common Stock, subject nor the conversion of any Class B Common Stock pursuant to adjustment such agreement. (e) The Corporation will, as provided in paragraph VIII.G. B. If soon as practicable after such deposit of a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Common Stock being convertedto be converted in accordance with this Section 4, issue and deliver at the office of the Corporation or of any its transfer agent to the person for whose account such SeriesCommon Stock was so surrendered, and shall state therein the name or names in which the a certificate or certificates for the number of full shares of Common Stock into which the shares represented by the surrendered certificate are converted. If surrendered certificates for Common Stock are converted only in part, the Corporation will issue and deliver to the holder, without charge therefor, a new certificate or certificates representing the aggregate of the unconverted shares of such class of Common Stock. The failure of the holder to deliver to the Corporation certificates representing shares of a class of Common Stock converted in accordance with this Section 4, shall in no way affect the automatic conversion of such shares. (f) The issuance of certificates for shares of a class of Common Stock upon conversion of shares of the other class of Common Stock shall be made without charge for any issue, stamp or other similar tax in respect of such issuance; provided, however, if any such certificate is to be issued. If issued in a name other than that of the holders holder of a majority the share or shares of the class of Common Stock converted, the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any tax which may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid. (g) The Corporation shall at all times reserve and keep available, solely for the purpose of issuance upon conversion of the outstanding shares of Series C Preferred Class B Common Stock, such number of shares of Class A Common Stock give notice as shall be issuable upon the conversion of all such outstanding shares, provided that nothing contained herein shall be construed to preclude the Corporation from satisfying the obligations in respect of the conversion under paragraph of the outstanding shares of Class B Common Stock by delivery of shares of Class A aboveCommon Stock which are held in the treasury of the Corporation. The Corporation shall take all such corporate and other actions as from time to time may be necessary to insure that all shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock upon issue will be duly and validly authorized and issued, fully paid and nonassessable and free of any preemptive or similar rights. In order that the Corporation may issue shares of Class A Common Stock upon conversion of the Class B Common Stock, the Corporation will endeavor to comply with all applicable Federal and state securities laws and will endeavor to list such shares to be issued upon conversion on such securities exchange on which the Class A Common Stock is then listed. (h) The Corporation shall notify at all times reserve and keep available, solely for the purpose of issuance upon conversion of the outstanding shares of Class A Common Stock a number of shares of Class B Common Stock equal to 40% of the number of outstanding shares of Class A Common Stock, provided that nothing contained herein shall be construed to preclude the Corporation from satisfying the obligations in respect of the conversion of the outstanding shares of Class A Common Stock by delivery of shares of Class B Common Stock which are held in the treasury of the Corporation. The Corporation shall take all such corporate and other record holders actions as from time to time may be necessary to insure that all shares of Series C Preferred Class B Common Stock (a "Mandatory Conversion Notice")issuable upon conversion of shares of Class A Common Stock upon issue will be duly and validly authorized and issued, fully paid and nonassessable and free of any preemptive or similar rights. Following receipt In order that the Corporation may issue shares of a Mandatory Conversion NoticeClass B Common Stock upon conversion of the Class A Common Stock, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyCorporation will endeavor to comply with all applicable Federal and state securities laws.

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. (a) Each share of this Series C Preferred Stock shall may be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, converted at any time, at the option of the holder thereof, in the manner hereinafter provided, into fully-paid and nonassessable Common Shares, provided, however, that on any redemption of any shares of this Series or any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the full business day next preceding the date fixed for such redemption or for the payment of any amounts distributable on liquidation to the holders of the shares of this Series. The initial conversion rate for shares of this Series shall be one Common Share for each one share of this Series surrendered for conversion, representing an initial conversion price (for purposes of Section 7(g)) of U.S. $6.75 per share of the Corporation's Common Shares (hereinafter, the "Conversion Price"). The applicable conversion rate and Conversion Price from time to time in effect are subject to adjustment as hereinafter provided. (b) Whenever the Conversion Price shall be adjusted as provided in Section 7(g) hereof, the Corporation shall forthwith file at each office designated for the conversion of the shares of this Series, a statement, signed by any of the Chairman of the Board, the President, any Vice President or the Treasurer of the Corporation, showing in reasonable detail the facts requiring such adjustment. The Corporation shall also cause a notice setting forth any such adjustments to be sent by mail, first class, postage prepaid, to each record holder of shares of this Series at his or its address appearing on the stock register. If such notice relates to an adjustment resulting from an event referred to in paragraph 7(g)(vii), such notice shall be included as part of the notice required to be mailed and published under the provisions of paragraph 7(g)(vii) hereof. (c) The right of conversion shall be exercised by the holder by the surrender of the certificates representing shares of this Series to be converted to the Corporation at any time during normal business hours at the office or agency then maintained by it for the conversion of shares of this Series (the "Conversion Office"), accompanied by written notice to the Corporation of such holder's election to convert and, if so required by the Corporation or any conversion agent, by an instrument of transfer, in form satisfactory to the Corporation and to any conversion agent, duly executed by the registered holder or by such holder's duly authorized attorney, and transfer agent tax stamps or funds therefor, if required pursuant to Section 7(k). (d) As promptly as practicable after the surrender for conversion of one or more certificates representing any shares of this Series in the manner provided in Section 7(c) and the payment in cash of any amount required by the provisions of Section 7(k), the Corporation will deliver or cause to be delivered at the Conversion Office to or upon the written order of the holder of such shares, a certificate or certificates representing the number of full Common Shares issuable upon such conversion, issued in such name or names as such holder may direct, subject to any applicable contractual restrictions and any restrictions imposed by applicable securities laws. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of certificates representing shares of this Series in proper order for conversion, and all rights of the holder of such shares as a holder of such shares shall cease at such time, and the person or persons in whose name or names the certificates for such SeriesCommon Shares are to be issued shall be treated for all purposes as having become the record holder or holders thereof at such time; provided, into one thousand however, that any such surrender on any date when the stock transfer books of the Corporation shall be closed shall constitute the person or persons in whose name or names the certificates for such Common Shares are to be issued as the record holder or holders thereof for all purposes immediately prior to the close of business on the next succeeding day on which such stock transfer books are opened. (1,000e) fully paid and nonassessable Upon conversion in the manner provided in this Section 7 of only a portion of the number of shares of this Series represented by a certificate so surrendered for conversion, the Corporation shall issue and deliver or cause to be delivered at the Conversion Office to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate or certificates representing the number of shares of this Series representing the unconverted portion of the certificate so surrendered, issued in such name or names as such holder may direct, subject to any applicable contractual restrictions and any restrictions imposed by applicable securities laws. (f) All shares of this Series which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall forthwith cease and terminate except only the right of the holder thereof to receive Common Stock subject (x) to adjustment Shares in exchange therefor. Any shares of this Series so converted shall be retired and canceled and shall not be reissued, and the Corporation may from time to time take such appropriate action as provided below (as so adjusted, may be necessary to reduce the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of authorized shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of this Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyaccordingly.

Conversion. The holders If at any time, Funder’s ownership of the Series C share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) into shares of the Company’s most senior class of Preferred Stock shall have Shares (as such term is defined under the Company’s then current articles of association, as may be amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice equal to the Corporation from, quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the holder thereof Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the holders of a majority Original Issue Price of the outstanding shares Company’s most senior class of Series C Preferred Stock, at any time, Shares at the office time of the Corporation or any transfer agent for such Seriesconversion that are issued in a bona fide financing, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjustedthat, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon following such conversion, providedFunder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, that the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion pursuant right of the Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls below 50.1% due to clause exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) above of less than all or (iii) of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders definition of a majority of Deemed Liquidation (as such term is defined in the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"Articles). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor duly.

Conversion. The holders (A) Unless such Series A Preferred Units have previously been redeemed pursuant to Section 8 hereof, at the option of the holder thereof, any Series C A Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall Units may be convertible at the direction ofconverted, and by notice to the Corporation from, (i) the holder thereof in whole or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stockin part, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid time and nonassessable shares of Common Stock subject (x) to adjustment from time to time after the Lockout Date, into such number of Common Units obtained by dividing the aggregate Series A Liquidation Preference (including for this purpose any distributions accrued and unpaid in respect of any prior Series A Distribution Periods but not the then-current Series A distribution Period) of such Series A Preferred Units by the estimated fair market value of one common share in the REIT (the “Estimated Market Value”) as provided below determined by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Co., Inc. or another nationally recognized independent valuation firm with expertise in valuing the securities of real estate investment trusts, reasonably acceptable to the Partnership and holders owning at least sixty six and two thirds percent (as so adjusted66 and 2/3%) of Series A Preferred Units. (B) In order to exercise the conversion right, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of each applicable Series C A Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock Unit shall surrender the certificate representing such Series A Preferred Unit, duly endorsed or certificates therefor dulyassigned to the Partnership in blank, to the Partnership, accompanied by written notice to the Partnership that the holder thereof elects to convert such Series A Preferred Units. (C) Holders of Series A Preferred Units at the close of business on the record date (a “Series A Distribution Record Date”) in respect if any Series A Distribution Payment Date shall be entitled to receive the distribution payable on such units on the corresponding Series A Distribution Payment Date notwithstanding the conversion thereof following such Series A Distribution Record Date and prior to such Series A Distribution Payment Date. (D) Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificate for the Series A Preferred Units shall have been surrendered and such notice received by the Partnership as aforesaid. (E) No fractional units or scrip representing fractions of Common Units shall be issued upon conversion of the Series A Preferred Units. Instead of any fractional interest in a Common Unit that would otherwise be deliverable upon the conversion of a Series A Preferred Unit, the Partnership shall pay to the holder of such Series A Preferred Unit an amount equal in cash based upon the then Estimated Market Price. If more than one Series A Preferred Unit shall be surrendered for conversion at one time by the same holder, the number of Common Units issuable upon conversion thereof shall be computed on the basis of the aggregate number of Series A Preferred Units so surrendered.

Conversion. The holders 4.1 If the Merger Agreement is terminated, then, following such termination, each share of Series E Preferred Stock shall automatically convert into [__________] shares of Class A Stock (as adjusted from time to time to appropriately reflect the effect of any stock splits, reverse splits, stock dividends, combinations and other similar events affecting the shares of Class A Stock and occurring after the date of issuance of the Series C E Preferred Stock). 4.2 On the effective date of the conversion of the Series E Preferred Stock shall have conversion pursuant to Section 4.1, all rights as follows: A. Each share with respect to the shares of Series C E Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except the rights of Holders thereof to (1) receive certificates for the number of shares of Class A Stock into which such shares of Series E Preferred Stock have been converted; and (2) exercise the rights to which they are entitled as Holders of Class A Stock. 4.3 The Issuer shall be convertible at all times reserve and keep available for issuance upon the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority conversion of the Series E Preferred Stock, free from preemptive rights, such number of its authorized but unissued shares of Class A Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series C E Preferred Stock, at any time, at and shall take all action required to increase the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available authorized number of shares of Common each class of Class A Stock which may if at any time there shall be reserved for issuance upon insufficient authorized unissued shares of Class A Stock to permit such conversion, provided, that any reservation or to permit the conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C E Preferred Stock. After consummation . 4.4 If any shares of the RecapitalizationClass A Stock that would be issuable upon conversion pursuant to this Section 4 require registration with or approval of any Governmental Authority before such shares may be issued upon conversion, the number "1,000" in this paragraph shall Issuer will as expeditiously as possible cause such shares to be "1"duly registered or approved, subject as the case may be. The Issuer will use commercially reasonable efforts to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice list the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Class A Stock are required to be issued. If the holders delivered upon conversion of a majority of the outstanding shares of Series C E Preferred Stock give notice prior to such delivery upon the principal national securities exchange or association, if any, upon which the outstanding Class A Stock is listed at the time of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulysuch delivery.

Conversion. The holders of (a) Subject to the Series C terms and conditions contained in this Section 6, the Preferred Stock Shares shall have conversion rights be convertible as follows: A. Each share (i) from and after the Issue Date, the holders of Series C Preferred Stock Shares shall be convertible have the right, at their option (the direction of“Optional Conversion Right”), to convert some or all of their Preferred Shares as set forth in the Holder Conversion Election Notice (as defined below) into the number of fully paid and non-assessable Common Shares obtained by notice dividing the aggregate Stated Liquidation Preference Amount plus any dividends (whether or not earned or declared) accrued and unpaid thereon from the last Dividend Payment Date to, but excluding, the date of conversion of such specified Preferred Shares by the Conversion Price (each an “Optional Conversion”); and (ii) at any time following the date that is one (1) year following the Issue Date; provided, that (A) the VWAP of a Common Share for the period of 30 consecutive Trading Days beginning on the 31st Trading Day prior to the Corporation from, Conversion Election Date (ithe “Mandatory Conversion VWAP Period”) the holder thereof or is in excess of $[·](ii3) the holders of a majority (as adjusted for Common Share Events and dividends paid on shares of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Corporation’s Capital Stock in Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio"Shares) and (yB) (prior to the consummation Corporation has an effective resale shelf registration statement permitting the resale of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation Common Shares issuable upon conversion of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A aboveShares, the Corporation shall notify all other record holders of Series C Preferred Stock have the right, at its option (a "the “Mandatory Conversion Notice"Right”), to convert all or any number of the outstanding Preferred Shares into the number of fully paid and non-assessable Common Shares obtained by dividing the aggregate Stated Liquidation Preference Amount plus any dividends (whether or not earned or declared) accrued and unpaid thereon from the last Dividend Payment Date to, but excluding, the date of conversion of such Preferred Shares by the Conversion Price (the “Mandatory Conversion”). Following receipt of a Any such Mandatory Conversion Noticewith respect to less than all outstanding Preferred Shares, shall be applied pro rata to the holders of Series C Preferred Stock shall surrender Shares based on the certificate or certificates therefor dulynumber of Preferred Shares held by each such holder.

Conversion. The holders (a) At the Payee’s option, at any time prior to payment in full of the Series C Preferred Stock principal balance of this Note, the Payee may elect to convert all or any portion of this Note into that number of warrants (the “Conversion Warrants”) equal to: (i) the portion of the principal amount of the Note being converted pursuant to this Section 14, divided by (ii) $0.50, rounded up to the nearest whole number. Each Conversion Warrant shall have conversion rights the same terms and conditions as follows: A. Each share the warrants issued by the Maker pursuant to a private placement, as described in Maker’s Registration Statement on Form S-1 (333-198236). The Conversion Warrants, the shares of Series C Preferred Common Stock underlying the Conversion Warrants and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization (the “Warrant Shares”), shall be convertible at the direction of, and by notice entitled to the Corporation fromregistration rights set forth in Section 15 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) the holder thereof or such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) the holders of a majority Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the outstanding shares of Series C Preferred StockConversion Warrants, at (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any time, at the office such conversion and (iv) in exchange for all or any portion of the Corporation surrendered Note, Maker shall deliver to Payee the Conversion Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) The Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations taxes resulting from any transfer requested by the available number of shares of Common Stock which may be reserved for issuance upon Payee in connection with any such conversion, provided, that any . (d) The Conversion Warrants shall not be issued upon conversion pursuant to clause (ii) above of less than this Note unless such issuance and such conversion comply with all applicable provisions of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulylaw.

Conversion. The holders (a) Prior to or upon Maturity at the discretion of the Series C Preferred Stock shall have conversion rights as follows: A. Each share Holder, the unpaid principal amount of Series C Preferred Stock this Note plus all accrued interest thereon shall be convertible into shares of Common Stock at $0.005 per share (the “Conversion Price”), at the direction ofoption of the Holder, in whole or in part. Shares issued upon conversion shall become free trading stock as promulgated by the rules and regulations of the U. S. Securities and Exchange Commission. The date on which such conversion is to be effected (the “Conversion Date”). The Holder shall effect conversions by notice surrendering the Note to be converted to the Corporation fromCompany, together with the form of notice attached hereto as Exhibit A (“Notice of Conversion”). The Notice of Conversion shall specify the amount of principal and accrued interest to be converted. The Notice of Conversion, once given, shall be irrevocable. If, at Maturity, the Holder is converting less than all of the principal and interest amounts represented by this Note, the Company shall deliver to the Holder a cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from qualified legal counsel to have the restrictions lifted from the security. (b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date, (i) a certificate or certificates representing the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance being acquired upon such conversionthe conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that any conversion pursuant the Company shall not be obligated to clause (ii) above of less than all of issue certificates evidencing the outstanding shares of Series C Preferred Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction. (c) No fractional shares of Common Stock shall be on issuable upon a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, conversion hereunder and the number "1,000" in this paragraph of shares to be issued shall be "1", subject rounded up or down to adjustment as provided in paragraph VIII.G.the nearest whole share. B. If (d) The issuance of a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be issued. If the holders of a majority payable in respect of the outstanding shares issuance or delivery of Series C Preferred Stock give notice such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion under paragraph A abovein a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (e) The portion of the principal amount and accrued but unpaid interest on the Note, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Noticeif any, the holders of Series C Preferred which is converted into Common Stock shall surrender be canceled upon conversion. (f) The Notice of Conversion (Exhibit A) shall be given to the certificate Company ten (10) days prior to Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed given to the Company after 5:00 p.m. Nevada time on any Business Day or certificates therefor dulyat any time on a day that is not a Business Day, Notice of Conversion will be deemed given on the following Business Day.

Conversion. The holders of Subject to and in compliance with the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible provisions contained herein, the Holder is entitled, at the direction ofits option, and by notice at any time prior to the Corporation from, close of business on the later of (i) Maturity Date (as the holder thereof or same may be extended pursuant to Section 6.f. below) and (ii) in the holders event that the entire remaining principal amount of a majority this Note is not repaid in full on the Maturity Date, the date that the entire remaining principal amount of this Note is repaid, or in case this Note or some portion hereof shall have been called for prepayment prior to such date, then, in respect of this Note or such portion hereof, until and including, but not after, the close of business within 30 days of the outstanding shares date of Series C Preferred Stocknotice of prepayment, at to convert the principal amount of and any time, at the office of the Corporation unpaid interest on this Note (or any transfer agent for such Seriesportion thereof), into one thousand (1,000) fully paid and nonassessable shares (calculated as to each conversion to the nearest share) of Common Stock subject common stock (xthe “Conversion Shares”) of the Company by surrender of this Note, duly endorsed (if so required by the Company) at its offices, accompanied by written notice to adjustment from time the Company, in the form set forth below, that the Holder elects to time as provided below (as so adjustedconvert this Note or, if less than the entire principal amount hereof is to be converted, the "conversion ratio") portion hereof to be converted. The principal amount of this Note to be converted by the Holder shall be convertible into the Conversion Shares at the rate of $0.70 per Share. No fractional Conversion Shares shall be issued, and (y) (the Company shall pay therefor in cash the fair value of the fractional Conversion Share at the time of conversion. If the Company does not intend to repay this Note on the Maturity Date or expects to default in the payment of the principal amount of this Note on the Maturity Date, the Company shall provide the Holder with written notice not less than 5 business days prior to the consummation of Maturity Date. Thereafter, the Recapitalization) to limitations resulting from Company shall provide the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of Holder with not less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject 30 days notice prior to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or repayment of any transfer agent for such Series, and shall state therein principal amount of this note in accordance with Section 3 so that the name or names Holder has an opportunity to covert this Note prior to repayment in which accordance with the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyterms hereof.

Conversion. The holders (A) Each holder of the Series C A Convertible Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, may at any time, at subject to the office provisions of paragraphs (B) and (C) below, upon surrender of the Corporation certificates therefor, convert all or any transfer agent for such Series, portion of his or its Series A Convertible Preferred Stock into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the RecapitalizationCorporation at the Conversion Ratio set forth below, plus declared and unpaid dividends thereon. (B) to limitations resulting from The holders acknowledge that at the available time of issuance of the Series A Convertible Preferred Stock the Corporation does not have a sufficient number of shares of Common Stock which may be reserved authorized and available for issuance upon to effect the conversion of the shares of the Series A Convertible Preferred Stock. If, at the time any holder of Series A Convertible Preferred Stock requests a conversion of any shares of Series A Convertible Preferred Stock in compliance with this Section 5 and the Corporation does not have available a sufficient number of authorized but unissued shares of Common Stock to effect such conversion, providedas soon as practicable thereafter, that any conversion pursuant to clause (ii) above the Corporation will issue such number of less than all of the outstanding shares of Series C Common Stock as are available for issuance, and take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Corporation’s Amended and Restated Certificate of Incorporation. (C) Before any holder of Convertible Preferred Stock shall be on a pro rata basis amongst all holders entitled to convert the same into full shares of Series C Preferred Common Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for therefor, endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Series C Preferred Stock being convertedCorporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing, at the office of the Corporation or of any transfer agent for such Seriesthe Series A Convertible Preferred Stock, and shall give written notice to the Corporation at its office that the holder elects to convert the same and shall state therein the holder’s name or the names of the nominees in which the holder wishes the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A aboveAs soon as practicable thereafter, the Corporation shall notify all other record holders issue and deliver at its office to the holder of the Series C A Convertible Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion NoticeStock, or to the holders of Series C Preferred Stock shall surrender the nominee or nominees, a certificate or certificates therefor dulyfor the number of shares of Common Stock to which the holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share. A conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of the shares of Series A Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of the shares of Common Stock at the close of business on that date. From and after that date, all rights of the holder with respect to the Series A Convertible Preferred Stock so converted shall terminate, except only the right of the holder to receive certificates for the number of shares of Common Stock issuable-upon conversion thereof and cash for fractional shares.

Conversion. The holders mode of carrying the Series C Preferred Stock shall have conversion rights Merger into effect and the manner and basis of converting the shares of ▇▇▇▇▇▇▇ into shares of IS4B are as follows: A. Each share 9.1. The aggregate number of Series C shares of ▇▇▇▇▇▇▇ Common Stock issued and outstanding on the Merger Date shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into an aggregate of 100,000 shares of IS4B Common Stock (the "IS4B shares") adjusted by any increase for fractional shares and reduced by any Dissenting Shares (defined below). The IS4B Common Stock to be issued hereunder ("the IS4B Shares") will be issued pursuant to Section 4(2) of the Securities Act of 1933 and/or Rule 506 of the General Rules and Regulations of the Securities and Exchange Commission, will be restricted as to transferability pursuant to Rule 144 thereof, and will bear substantially the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF IS4B." IS4B agrees to register the re-offer and resale by the holders of the IS4B Shares pursuant to a registration statement filed by IS4B with the Securities and Exchange Commission in connection with any offering of the IS4B Common Stock (excluding registration statements filed on Forms S-4 or S-8) 9.2. Upon completion of the Merger, there shall be 14,512,071 shares of IS4B Common Stock issued and outstanding, subject to such adjustments, held as follows: 100,000 common shares held by the former shareholders of ▇▇▇▇▇▇▇ and 14,412,071 common shares held by the other shareholders of IS4B. 9.3. All outstanding Common or Preferred Stock of ▇▇▇▇▇▇▇ and all warrants, options or other rights to its Common or Preferred Stock shall be convertible at the direction of, retired and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority canceled as of the outstanding Merger Date. 9.4. Each share of ▇▇▇▇▇▇▇ Common Stock that is owned by ▇▇▇▇▇▇▇ as treasury stock shall, by virtue of the Merger and without any action on the part of ▇▇▇▇▇▇▇, be retired and canceled as of the Merger Date. 9.5. Each certificate evidencing ownership of shares of Series C Preferred Stock, at any time, at IS4B Common Stock issued and outstanding on the office Merger Date or held by IS4B in its treasury shall continue to evidence ownership of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available same number of shares of IS4B Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock. 9.6. IS4B Common Stock shall be issued to the holders of ▇▇▇▇▇▇▇ Common Stock in exchange for their shares on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation in accordance with each holder's relative ownership of the Recapitalization, the number "1,000" ▇▇▇▇▇▇▇ Common Stock that is being exchanged. 9.7. The shares of IS4B Common Stock to be issued in this paragraph exchange for ▇▇▇▇▇▇▇ Common Stock hereunder shall be proportionately reduced by any shares owned by ▇▇▇▇▇▇▇ shareholders who shall have timely objected to the Merger (the "1Dissenting Shares") in accordance with the provisions of the General Corporation Law of Delaware, subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulytherein.

Conversion. (a) If the closing of a Qualified Listing occurs prior to the Maturity Date, upon such Qualified Listing closing, this Note shall be mandatorily and automatically converted into Class A Ordinary Shares (the “Automatic Conversion”). The holders number of Class A Ordinary Shares to be issued to the Holder upon any Automatic Conversion shall be determined by dividing the outstanding principal amount of this Note by the applicable Conversion Price, subject to adjustments as set forth in Section 9(c). This Note shall be converted into Conversion Shares on the second (2nd) Business Day immediately following the closing date of the Series C Preferred Stock Qualified Listing (the “Conversion Date”). (b) On the Conversion Date, the Company shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at pay or deliver, or cause the direction payment or delivery of, the relevant number of Conversion Shares, and by notice any other securities, property or cash (including any cash payable in lieu of fractional shares pursuant to Section 9(c)) that may be deliverable or payable upon the conversion of this Note plus accrued and unpaid Interest with respect to the Corporation fromapplicable principal amount, if any, to (but excluding) the Conversion Date, to the Holder and shall (i) simultaneously upon the issue of such Conversion Shares instruct the Company’s share registry to enter the Holder in the register of members of the Company as the holder thereof of those Conversion Shares, or (ii) if the holders Conversion Shares are eligible for book-entry settlement through a depositary, deliver such Conversion Shares to the Holder in compliance with such depositary’s procedures. The delivery of the Conversion Shares to the Holder in the manner contemplated above will be deemed to satisfy the obligation of the Company to pay the principal amount of this Note so converted. The Holder shall be treated for all purposes as the record holder of such Conversion Shares on the Conversion Date, and from and after such conversion, this Note shall cease to be outstanding for any purpose whatsoever. (c) Fractions of Conversion Shares shall not be issued on any conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal amount of this Note that would otherwise be converted into such fractional share on the Conversion Date in accordance with Section 6. (d) Any issuance and delivery of Conversion Shares upon any conversion of this Note shall be made without charge to the Holder for any transfer, stamp or similar tax or for any other governmental charges that may be imposed in connection with the issuance of such Conversion Shares, provided, however, that the Company shall not be required to pay any tax or such other charges that may be payable in connection with any transfer involved in the issuance of any Conversion Shares or other securities to a majority person other than the Holder upon conversion of this Holder, and the Company shall not be required to issue or deliver such Conversion Shares or other securities unless and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable. (e) So long as this Note remains outstanding, the Company shall reserve out of its authorized but unissued share capital, such number of Class A Ordinary Shares as would be required to be delivered on conversion of the outstanding shares principal amount of Series C Preferred Stockthis Note and shall ensure that all Conversion Shares delivered on the conversion of this Note will vest in the Holder full legal and valid title to and full beneficial ownership of such Class A Ordinary Shares, at any timefree and clear of all Encumbrances other than those created by the Holder or as set out in the Shareholders Agreement and the Articles, at and rank pari passu and carry the office of same rights and privileges in all other Class A Ordinary Shares issued (including the Corporation or any transfer agent for right to dividends and distributions), and such SeriesConversion Shares will be duly and validly issued and allotted, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1"nonassessable, subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion the restrictions on transfer under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A abovethis Note, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, Securityholders Agreement and the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyArticles.

Conversion. The holders (a) Following (i) effectiveness of an amendment to the Certificate of Formation to increase the number of authorized shares of Common Stock by at least 50,000,000 shares and (ii) approval by the shareholders of the Corporation, in accordance with applicable law and the applicable rules and regulations of the principal national securities exchange on which the Common Stock is then listed for trading (the “National Securities Exchange”), of the issuance of the shares of Common Stock to be issued upon conversion of the Preferred Stock pursuant to this Section 8 (the “Conversion Requirements”), each share of Series C A Preferred Stock shall have automatically convert into 10 shares of Common Stock (the “Conversion Ratio”). (b) Any Common Stock delivered as a result of conversion pursuant to this Section 8 following satisfaction of the Conversion Requirements shall be validly issued, fully paid and non- assessable, free and clear of any preemptive right, liens, claims, rights as follows: A. Each share or encumbrances other than those arising under the Code or the Bylaws of the Corporation. Immediately following the settlement of conversion, the rights of the holders of converted Series A Preferred Stock shall cease and the persons entitled to receive shares of Common Stock upon the conversion of shares of Series C A Preferred Stock shall be convertible treated for all purposes as having become the owners of such shares of Common Stock. Concurrently with such conversion, the converted shares of Series A Preferred Stock shall cease to be outstanding, shall be canceled and the shares of Series A Preferred Stock formerly designated pursuant to this Statement of Resolution shall be restored to authorized but unissued shares of Preferred Stock. (c) If, after the Original Issue Date, the Corporation (i) makes a distribution on its Common Stock in cash, securities (including Common Stock) or other property or assets, (ii) subdivides or splits its outstanding Common Stock into a greater number of Common Stock, (iii) combines or reclassifies its Common Stock into a smaller number of Common Stock or (iv) issues by reclassification of its Common Stock any securities (including any reclassification in connection with a merger, consolidation or business combination in which the Corporation is the surviving person), then the Conversion Ratio in effect at the direction oftime of the record date for such distribution or of the effective date of such subdivision, split, combination, or reclassification shall be proportionately adjusted so that the conversion of the Series A Preferred Stock after such time shall entitle the holder to receive the aggregate number of Common Stock (or shares of any securities into which such shares of Common Stock would have been combined, consolidated, merged or reclassified pursuant to clauses (iii) and (iv) above) that such holder would have been entitled to receive if the Series A Preferred Stock had been converted into Common Stock immediately prior to such record date or effective date, as the case may be, and by notice in the case of a merger, consolidation or business combination in which the Corporation is the surviving person, the Corporation shall provide effective provisions to ensure that the provisions in this Statement of Resolution relating to the Series A Preferred Stock shall not be abridged or amended and that the Series A Preferred Stock shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Stock had immediately prior to such transaction or event. An adjustment made pursuant to this Section 8(c) shall become effective immediately after the record date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Corporation fromis the surviving person) or split. Such adjustment shall be made successively whenever any event described above shall occur. (d) Notwithstanding any of the other provisions of this Section 8, no adjustment shall be made to the Conversion Ratio pursuant to Section 8(c) as a result of any of the following: (i) the holder thereof grant of Common Stock or options, warrants or rights to purchase Common Stock to employees, officers or directors of the Corporation or its subsidiaries, under compensation plans and agreements approved in good faith by the Board; provided, that in the case of options, warrants or rights to purchase Common Stock, the exercise price per Common Stock shall not be less than the closing price of the Common Stock (as reported by the National Securities Exchange) on the date such option, warrant or other right is issued; (ii) the holders issuance of any Common Stock as all or part of the consideration to effect (A) the closing of any acquisition by the Corporation of assets of a majority third party or (B) the consummation of a merger, consolidation or other business combination of the Corporation with another entity in which the Corporation survives and the Common Stock remain outstanding to the extent such transaction(s) is or are validly approved by the vote or consent of the Board; (iii) without duplication of Section 8(d)(i) above, the issuance of options, warrants or other rights to purchase Common Stock, or securities exercisable or convertible into or exchangeable for Common Stock (or options, warrants or other rights to purchase any such securities that are exercisable or convertible into or exchangeable for Common Stock, in each case, that are outstanding on the date of first issuance of shares of Series C A Preferred Stock); and (iv) the issuance of securities for which an adjustment is made under another provision of this Section 8. (e) The Corporation shall pay any and all issue, at documentary, stamp and other taxes, excluding any timeincome, at the office franchise, property or similar taxes, that may be payable in respect of the Corporation any issue or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares delivery of Common Stock subject (x) to adjustment from time to time as provided below (as so adjustedon conversion of Series A Preferred Stock pursuant hereto. However, the "conversion ratio") and (y) (prior to the consummation holder of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C A Preferred Stock shall pay any tax that is due because Common Stock issuable upon conversion thereof are issued in a name other than such holder’s name. (f) No fractional Common Stock shall be on a pro rata basis amongst all holders issued upon the conversion of any Series C A Preferred Stock. After consummation All Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series A Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the Recapitalizationconversion would result in the issuance of any fractional stock. If, after the aforementioned aggregation, the number "1,000" conversion would result in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders issuance of a majority fraction of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A abovea Common Stock, the Corporation shall notify all other record holders of Series C Preferred not issue a fractional Common Stock but shall round the fractional Common Stock to the nearest whole Common Stock (and a "Mandatory Conversion Notice"). Following receipt 0.5 of a Mandatory Conversion Notice, the holders share of Series C Preferred Common Stock shall surrender be rounded up to the certificate or certificates therefor dulynext higher share of Common Stock).

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. Each share (i) A holder of Series C D Preferred Stock shall be convertible at permitted to convert, or upon the direction of, and by notice to written request of the Corporation fromshall convert, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C D Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, Stock into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment a “Voluntary Conversion”); provided that upon such conversion the holder, together with all Affiliates of the holder, will not own or control in the aggregate more than 9.99% of the Common Stock (or of any class of Voting Securities issued by the Corporation), excluding for the purpose of this calculation any reduction in ownership resulting from time to time as provided below transfers by such holder and its Affiliates of Voting Securities of the Corporation (as so adjustedwhich, for the avoidance of doubt, does not include Series D Preferred Stock). In any such conversion, each share of Series D Preferred Stock will convert into one share of Common Stock. To effect the Voluntary Conversion, the "conversion ratio"holder shall surrender (the date of such surrender, the “Voluntary Conversion Date”) the certificate or certificates evidencing such shares of Series D Preferred Stock, duly endorsed, at the registered office of the Corporation, and (y) (prior provide written instructions to the consummation Corporation as to the number of whole shares for which such conversion shall be effected, together with any appropriate documentation that may be reasonably required by the Recapitalization) Corporation. Upon the surrender of such certificate(s), the Corporation will issue and deliver to limitations resulting from such holder a certificate or certificates for the available number of shares of Common Stock into which may the Series D Preferred Stock has been converted and, in the event that such conversion is with respect to some, but not all, of the holder’s shares of Series D Preferred Stock, a certificate or certificate(s) representing the number of shares of Series D Preferred Stock that were not converted to Common Stock. (ii) On the date (the “Mandatory Conversion Date”) a holder of Series D Preferred Stock transfers any shares of Series D Preferred Stock to a non-Affiliate of the holder in a Permissible Transfer, each such transferred share of Series D Preferred Stock will automatically convert, immediately following such transfer and without any further action on the part of any holder, into one share of Common Stock (a “Mandatory Conversion”). (iii) As promptly as practicable following any Mandatory Conversion, the holder of the converted shares shall provide the Corporation a written notice of such conversion (a “Notice of Conversion”). In addition to any information required by applicable law or regulation, the Notice of Conversion shall state (x) the number of shares of Common Stock to be reserved for issuance upon issued in respect of such conversion, provided(y) the name in which shares of Common Stock to be issued upon such conversion should be registered, that any conversion pursuant and (z) the manner in which certificates of Series D Preferred Stock held. by such holder are to clause be surrendered for issuance of certificates representing shares of Common Stock. No later than three (ii3) above of less than all business days following delivery of the outstanding Notice of Conversion, with respect to any shares of Series C D Preferred Stock as to which a Mandatory Conversion shall have occurred, the Corporation shall issue and deliver certificates representing shares of Common Stock to the holder thereof or such holder’s designee upon presentation and surrender of the certificate evidencing such Series D Preferred Stock to the Corporation and, if required, furnishing appropriate endorsements and transfer documents and the payment of all transfer and similar taxes, and, in the event that such conversion is with respect to some, but not all, of the shares of Series D Preferred Stock represented by the certificate surrendered, the Corporation shall issue and deliver a certificate or certificate(s) representing the number of shares · of Series D Preferred Stock that were not converted to Common Stock. (iv) Shares of Series D Preferred Stock converted in accordance with this Section 5 will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. (v) Prior to the close of business on the Voluntary Conversion Date or Mandatory Conversion Date with respect to any share of Series D Preferred Stock, shares of Common Stock issuable upon conversion thereof, or other securities issuable upon conversion of such shares of Series D Preferred Stock, shall not be deemed outstanding for any purpose, and the holder thereof shall have no rights with respect to the Common Stock (including voting rights) by virtue of holding such share of Series D Preferred Stock. (vi) All shares of Common Stock delivered upon conversion of the Series D Preferred Stock shall be on a pro rata basis amongst duly authorized, validly issued, fully paid and non-assessable, free and clear of all holders of Series C Preferred Stock. After consummation of the Recapitalizationliens, the number "1,000" in this paragraph shall be "1"claims, subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A abovesecurity interests, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, charges and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyencumbrances.

Conversion. The holders (a) At the option and election of the Series C Preferred Stock shall have conversion rights as follows: A. Each holder thereof, each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C A Preferred Stock, including all unpaid dividends accumulated thereon to the Conversion Date (as defined below), whether or not such dividends have been declared, may be converted in the manner provided herein at any time, at the office of the Corporation or any transfer agent for such Series, time into one thousand (1,000) fully paid and nonassessable shares of Common Stock Stock. As of the Conversion Date with respect to a share of Series A Preferred Stock, subject to subsections (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio"d) and (ye) (prior to the consummation of the Recapitalization) to limitations resulting from the available this Section A, such share shall be converted into that number of shares of Common Stock which may be reserved for issuance upon equal to the quotient of (i) the sum of (A) the Stated Value plus (B) all unpaid dividends accumulated on such conversionshare of Series A Preferred Stock to the Conversion Date whether or not such dividends have been declared, provided, that any conversion pursuant to clause divided by (ii) above the Conversion Price in effect on the Conversion Date. (b) Conversion of less than all shares of the outstanding shares of Series C A Preferred Stock shall may be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of effected by any holder thereof upon the Recapitalization, surrender to the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, Corporation at the principal office of the Corporation or at the office of any transfer agent or agents of the Corporation, as may be designated by the Board of Directors of the Corporation and identified to the holders in writing upon such designation, of the certificate for such Series, shares of Series A Preferred Stock to be converted accompanied by a written notice stating that such holder elects to convert all or a specified whole number of shares represented by such certificate in accordance with the provisions of this Section A and shall state therein specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock are to be issued. If In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the holders issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A Preferred Stock pursuant hereto. As promptly as practical, and in any event within three Business Days after the Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series A Preferred Stock being converted (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled to, (ii) any cash that is required to be paid pursuant to subsections (d) and (e) of this Section A, (iii) certificates representing any shares of Series B Preferred Stock that are required to be delivered pursuant to subsection (e) of this Section A, and (iv) if less than the full number of shares of Series A Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series A Preferred Stock evidenced by such surrendered certificate or certificates less the number of shares of Series A Preferred Stock being converted. Such conversion shall be deemed to have occurred at the close of business on the date (the "Conversion Date") of the giving of such notice by the holder of the Series A Preferred Stock to be converted and of such surrender of the certificate or certificates representing the shares of Series A Preferred Stock to be converted so that as of such time the rights of the holder thereof as to the shares being converted shall cease except for the right to receive shares of Common Stock, shares of Series B Preferred Stock and/or cash in accordance herewith, and the person entitled to receive the shares of Common Stock and/or shares of Series B Preferred Stock issued as a result of such conversion shall be treated for all purposes as having become the holder of such shares of Common Stock and/or shares of Series B Preferred Stock at such time. (c) In the event that the Series A Preferred Stock is to be redeemed pursuant to Article V hereof, from and after the Redemption Date, the right of a majority holder to convert shares of Series A Preferred Stock pursuant to this Section A shall cease and terminate, except if the Corporation shall default in payment of the Redemption Price on the Redemption Date in which case all such rights shall continue unless and until such shares are redeemed and such price is paid in full in accordance with the terms hereof. Notwithstanding anything in the foregoing to the contrary, if the Conversion Date shall occur with respect to any shares of Series A Preferred Stock on or prior to any Redemption Date, such shares of Series A Preferred Stock shall be converted by the Corporation into Common Stock in the manner provided in this Section A. (d) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Closing Price per share of Common Stock on the Conversion Date (or on the Trading Day immediately preceding the Conversion Date, if the Conversion Date is not a Trading Day). If more than one share of Series A Preferred Stock shall be surrendered for conversion by the same holder on the same Conversion Date, the number of full shares of Common Stock issuable on conversion thereof shall be computed on the basis of the total number of shares of Series A Preferred Stock so surrendered. (e) Notwithstanding anything in the foregoing to the contrary, in the event that a Conversion Date with respect to a share of Series A Preferred Stock occurs prior to the date on which the Shareholder Approval is obtained, as of such Conversion Date, subject to subsection (d) of this Section A, such share shall be converted into that number of shares of Common Stock equal to the quotient of (i) the Stated Amount thereof, divided by (ii) the Conversion Price in effect on the Conversion Date, and upon delivery of such shares in accordance with the terms hereof, the Corporation shall pay in cash all accrued and unpaid dividends on such share as directed by the holder thereof; provided, however, that if, as of such Conversion Date, the Corporation is prohibited by the terms of the Credit Agreement (as in effect on the date of the Investment Agreement or any Credit Agreement containing restrictions regarding such payments that are no more restrictive that those in effect on the date of the Investment Agreement) or the Indenture (as in effect on the date of the Investment Agreement or any Indenture containing restrictions regarding such payments that are no more restrictive that those in effect on the date of the Investment Agreement) from paying such accrued and unpaid dividends in cash as required pursuant to this sentence, in satisfaction of such accrued and unpaid dividends and in lieu of such cash payment, the Corporation may deliver shares of Series B Preferred Stock having an aggregate stated value equal to the aggregate amount of such accrued and unpaid dividends. Until the Shareholder Approval is obtained, the Corporation shall not (A) utilize amounts available under Section 6.06(a)(ii) of the Credit Agreement (or any comparable provision of the Credit Agreement) for any purpose except to pay dividends in respect of the Series A Preferred Stock in cash as required pursuant to this subsection (e) or to make payments with respect to the Series B Preferred Stock, or (B) amend the Credit Agreement in any manner so as to reduce the amounts available to pay dividends in respect of the Series A Preferred Stock in cash under Section 6.06(a)(ii) of the Credit Agreement (or any comparable provision of the Credit Agreement). Notwithstanding the foregoing, this paragraph shall not prohibit (i) the acquisition, repurchase, exchange, conversion, redemption or other retirement for value of shares of Series A Preferred Stock or any Parity Dividend Security by the Corporation in accordance with the terms of such securities, (ii) purchases of Equity Securities of the Corporation or any of its Subsidiaries from executives and other management-level employees of the Corporation or any of its Subsidiaries in connection with customary employment and severance arrangements, or (iii) the acquisition, repurchase, exchange, conversion, redemption or other retirement for value by the Corporation of any Junior Dividend Securities by the Corporation in accordance with obligations in existence at the time of original issuance of the Series A Preferred Stock. (f) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Series A Preferred Stock in accordance with the terms hereof, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series C A Preferred Stock, and shall take all action required to increase the authorized number of shares of Common Stock give notice if necessary to permit the conversion of conversion under paragraph A above, the Corporation shall notify all other record holders outstanding shares of Series C A Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyStock.

Conversion. The holders At any time prior to the Maturity Date, Holder shall have the right to convert all or any portion of up to twenty percent (20%) of the Series C Preferred Stock shall have conversion rights as follows: A. Each share original outstanding principal balance of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, this Note into one thousand (1,000) fully paid and nonassessable shares of Common Stock (the “Conversion Shares”) at a conversion price per share (the “Conversion Price”) equal to $0.50 (subject (x) to adjustment from time to time as provided below (as so adjustedin Section 4). Notwithstanding the foregoing, the "number of Conversion Shares issuable upon exercise of this Note, when combined with the aggregate number of Conversion Shares previously issued upon conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from Notes and the available aggregate number of shares of Common Stock which may be reserved for issuance previously issued upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all exercise of the outstanding shares Warrants (“Warrant Shares”), may not, in the absence of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation approval by the Company’s shareholders, exceed 19.9% of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are issued and outstanding immediately prior to the effective date of the Loan Agreement. If any conversion of this Note pursuant to this Section 3(a) would otherwise result in the issuance of Conversion Shares in excess of the limitation set forth in the immediately preceding sentence (the “Excess Conversion”), the Company will use its reasonable best efforts to prepare and file requisite proxy materials with the Securities and Exchange Commission and hold a meeting of its shareholders for the purpose of seeking approval for the Excess Conversion (the “Proposal”). In furtherance of its obligations under this Section 3(a), the Company’s Board of Directors shall recommend to the Company’s shareholders, which recommendation shall not be issuedrevoked or amended, that the shareholders vote in favor of and approve the Proposal and shall cause the Company to use its best efforts to solicit approval of the shareholders for the Proposal. If the holders of a majority Company’s shareholders approve the Proposal, the Company will promptly effect the Excess Conversion. If the Company’s shareholders do not approve the Proposal, the Holder acknowledges that the Company will not make the Excess Conversion and that the Company may not otherwise compensate the Holder for the failure to make the Excess Conversion. In the event there shall be an Excess Conversion, the Company shall have the right to deposit the principal balance of the outstanding shares Note represented by the Excess Conversion and defease the Note (or portion thereof) following performance of Series C Preferred Stock give notice all obligations of conversion the Company under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyLoan Agreement.

Conversion. The holders (a) At the Payee’s option, at any time prior to payment in full of the Series C Preferred Stock shall have conversion rights as follows: A. Each share principal balance of Series C Preferred Stock shall be convertible at this Note, the direction of, and by notice Payee may elect to convert all or any portion of the Corporation from, outstanding principal amount of this Note into that number of warrants (the “Conversion Warrants”) equal to: (i) the holder thereof or portion of the principal amount of the Note being converted pursuant to this Section 15, divided by (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock$1.50, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior rounded up to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, nearest whole number; provided, however, that the principal amount of any conversion pursuant to clause (ii) above Working Capital Promissory Notes converted shall not exceed in the aggregate $1,500,000 and that amounts of less than all of the outstanding shares of Series C Preferred Stock principal converted under this Note shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation (based on the allocation set forth on Schedule I of the RecapitalizationAgreement) with amounts converted under the other Working Capital Promissory Note. Each Conversion Warrant shall have the same terms and conditions as the warrants issued by the Maker to the Payee pursuant to a private placement, as described in Maker’s Registration Statement on Form S-1 (333-251756). The Conversion Warrants, the number "1,000" Class A Shares underlying the Conversion Warrants and any other equity security of Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in this paragraph connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be "1"entitled to the registration rights set forth in that certain Registration and Shareholder Rights Agreement, subject to adjustment dated as provided in paragraph VIII.G.of January 12, 2021, among the Company, the Payees and the other parties thereto. B. If a holder (b) Upon any complete or partial conversion of Series C Preferred Stock gives notice the principal amount of this Note, (an "Optional Conversion Notice"i) such principal amount shall be so converted and such converted portion of conversion under paragraph A abovethis Note shall become fully paid and satisfied, such holder (ii) the Payee shall surrender with and deliver this Note, duly endorsed, to Maker or such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office other address which Maker shall designate against delivery of the Corporation Conversion Warrants, (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall deliver to Payee the Conversion Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) The Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer agent for taxes resulting from any transfer requested by the Payee in connection with any such Series, conversion. (d) The Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and shall state therein the name or names in which the certificate or certificates for shares such conversion comply with all applicable provisions of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulylaw.

Conversion. The holders (a) Subject to and upon compliance with the provisions of this Certificate of Designation including Section 8(g) below, the holder of any Series C Preferred Stock shall have conversion rights as follows: A. Each share the right, at its option, at any time after the Initial Issuance Date to convert any shares of Series C Preferred Stock into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be convertible constituted) obtained by multiplying the number of shares of Series C Preferred Stock to be converted by the Conversion Ratio (as defined below) in effect at such time, by surrender of the direction ofcertificate evidencing such shares of Series C Preferred Stock so to be converted in the manner provided. A holder of Series C Preferred Stock is not entitled to any rights of a holder of Common Stock until such holder has converted shares of Series C Preferred Stock to Common Stock, and by notice only to the Corporation from, extent such shares of Series C Preferred Stock are deemed to have been converted to Common Stock under this Section 8. (ib) In order to exercise the holder thereof or (ii) the holders of a majority of the outstanding conversion privilege with respect to any shares of Series C Preferred Stock, at any timethe holder of shares to be converted shall surrender such shares, duly endorsed, at the an office of or agency maintained by the Corporation or any transfer agent for such Seriespurposes, into one thousand (1,000) fully paid and nonassessable shares shall give written notice of Common Stock subject (x) to adjustment from time to time as conversion in the form provided below (as so adjusted, on the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of certificate evidencing Series C Preferred Stock shall be on a pro rata basis amongst all holders (or such other notice which is acceptable to the Corporation) to the office or agency that the holder elects to convert shares of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph Such notice shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall also state therein the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 8(f). Each share of Series C Preferred Stock surrendered for conversion shall, unless the shares issuable on conversion are to be issuedissued in the same name as the registration of such Series C Preferred Stock, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Corporation duly executed by, the holder or his duly authorized attorney. If the holders of a majority As promptly as practicable after satisfaction of the outstanding requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the holder (as if such transfer were a transfer of the Series C Preferred Stock), the Corporation shall issue and shall deliver to such holder at the office or agency maintained by the Corporation for such purpose, a certificate or certificates for the number of full shares of Common Stock to be issued by the Corporation upon the conversion of shares of Series C Preferred Stock give notice in accordance with the provisions of conversion under paragraph A abovethis Section 8 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 8(c). In case any Series C Preferred Stock shall be surrendered for partial conversion, the Corporation shall notify execute and deliver to the holder of the Series C Preferred Stock so surrendered, without charge to such holder, a new certificate evidencing the unconverted shares of Series C Preferred Stock evidenced by the surrendered certificate. Each conversion shall be deemed to have been effected as to any such Series C Preferred Stock on the date on which the requirements set forth above in this Section 8(b) have been satisfied as to such Series C Preferred Stock, and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all other record holders purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Ratio in effect on the date upon which such Series C Preferred Stock shall be surrendered. (c) No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Series C Preferred Stock. If any fractional share of stock would be issuable upon the conversion of any share or shares of Series C Preferred Stock, the Corporation shall make an adjustment and payment therefor in cash at the fair market value per share. To the extent the Common Stock is listed or quoted for trading on a recognized national trading market, the current market price of a share of Common Stock shall be the Closing Price on the last business day immediately preceding the day on which the Series C Preferred Stock is deemed to have been converted. (d) The conversion ratio applicable to the Series C Preferred Stock shall be 1,000 shares of Common Stock for each share of Series C Preferred Stock (herein called the “Conversion Ratio”), subject to adjustment as provided in this Section 8. (e) The Conversion Ratio shall be adjusted from time to time by the Corporation as follows: (1) In case the Corporation shall hereafter pay a "dividend or make a distribution to all holders of the outstanding Common Stock in shares of Common Stock, the Conversion Ratio in effect at the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by multiplying such Conversion Ratio by a fraction, the numerator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and (y) the total number of shares constituting such dividend or other distribution and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. The Corporation will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Corporation. If any dividend or distribution of the type described in this Section 8(e)(1) is declared but not so paid or made, the Conversion Ratio shall again be adjusted to the Conversion Ratio which would then be in effect if such dividend or distribution had not been declared. (2) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Ratio in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Ratio in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately decreased, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (3) Whenever the Conversion Ratio is adjusted as herein provided, the Corporation shall prepare a notice of such adjustment of the Conversion Ratio setting forth the adjusted Conversion Ratio and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Ratio to each holder of Series C Preferred Stock at his last address appearing on the share register, within twenty (20) days after the effectiveness thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment. (4) For purposes of this Section 8(e), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Corporation will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Corporation. (f) The issuance of stock certificates on conversions of shares of Series C Preferred Stock shall be made without charge to the converting holder for any tax in respect of the issue thereof. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of stock in any name other than that of the holder of any share of Series C Preferred Stock converted, and the Corporation shall not be required to issue or deliver any such stock certificate unless and until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. (g) The Corporation shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for the conversion of the shares of Series C Preferred Stock from time to time as such are presented for conversion. The Company covenants that all shares of Common Stock which may be issued upon conversion of Series C Preferred Stock will upon issuance be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issuance thereof, other than those created by or imposed upon the holders through no action of the Company. If at any time a holder of shares of Series C Preferred Stock seeks to convert shares of Series C Preferred Stock pursuant to Section 8(b), and the Company does not have sufficient authorized but unissued shares of Common Stock available to effect such conversion, the Company shall promptly (i) take all action within its control to cause a sufficient number of additional shares to be authorized and (ii) issue to the holder (or holders, if more than one holder seeks to convert shares of Series C Preferred Stock pursuant to Section 8(b) on the same date, pro-rata based on the ratio that the number of shares of Series C Preferred Stock then held by each such holder bears to the aggregate number of such shares held by such holders) all of the shares of Common Stock that are available to effect such conversion. The number of shares of Series C Preferred Stock sought to be converted which exceeds the amount which is then convertible into available shares of Common Stock (the “Excess Amount”) shall not be convertible into Common Stock in accordance with the terms hereof until (and at the holder’s option at any time after) the date additional shares of Common Stock are authorized by the Company to permit such conversion. (h) If any shares of Series C Preferred Stock remain outstanding on the Mandatory Conversion Notice"Date (as defined below). Following receipt , then all such shares of Series C Preferred Stock will be automatically converted as of such date in accordance with this Section 8 as if the holders of such shares of Series C Preferred Stock had exercised a privilege to convert such shares and voluntarily surrendered such shares for conversion on the date immediately preceding the Mandatory Conversion NoticeDate, and the conversion date had been fixed as of the Mandatory Conversion Date. All holders of Series C Preferred Stock shall thereupon and within ten (10) business days after receipt of notice of the occurrence of the Mandatory Conversion Date surrender all certificates for Series C Preferred Stock, duly endorsed for cancellation, to the certificate or certificates therefor dulyCorporation. No Person shall thereafter have any rights in respect of Series C Preferred Stock, except the right to receive shares of Common Stock on conversion thereof. “Mandatory Conversion Date” means the first date on which the Corporation has sufficient authorized but unissued shares of Common Stock, together with shares of Common Stock held in treasury, to provide for conversion in full of the Series C Preferred Stock, after taking into account shares reserved for issuance upon exercise of outstanding rights, warrants and options and upon conversion of outstanding convertible securities.

Conversion. (a) Upon the occurrence of a Shareholder Approval Event, each share of Series C Preferred Stock then outstanding shall, by virtue of and simultaneously with the occurrence of such Shareholder Approval Event, be automatically converted into the number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (A) the Accumulated Amount by (B) the Conversion Price (as defined below), as last adjusted and then in effect. The initial conversion price per share at which shares of Common Stock shall be issuable upon conversion of shares of Series C Preferred Stock (the "Conversion Price") shall be the Subscription Price, subject to adjustment as set forth herein. (b) Without limiting the provisions of Section 4(a) hereof in any way, at any time from time to time, that any Net Authorized Share(s) are available, the Series C Preferred Stock shall convert automatically into the number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing the Accumulated Amount by the Conversion Price, as last adjusted and then in effect. If there is more than one holder of shares of Series C Preferred Stock at the time of any such conversion, each such holder shall have his, her or its pro rata portion (based on the aggregate number of outstanding shares of Series C Preferred Stock immediately prior to such conversion) of his, her or its shares of Series C Preferred Stock converted pursuant to this Section 4(b). (c) No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series C Preferred Stock. The number of full shares of Common Stock issuable upon conversion of Series C Preferred Stock shall be computed on the basis of the aggregate number of shares of such Series C Preferred Stock to be converted. Instead of any fractional shares of Common Stock that would otherwise be issuable upon conversion of any such shares, the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to the product of (i) the Fair Market Value of one share of Common Stock and (ii) such fractional interest. The holders of fractional interests shall not be entitled to any rights as shareholders of the Corporation in respect of such fractional interests (other than the right to payment in respect thereof as set forth in this Section 4(c)). (d) The Corporation shall, for as long as any of the Series C Preferred Stock has not been converted into Common Stock pursuant to Section 4 hereof, use its best efforts (including without limitation, submitting an amendment to the Restated Articles of Incorporation to the stockholders of the Corporation for approval) to increase the authorized number of shares of its Common Stock to a number sufficient to permit the conversion of all then outstanding shares of Series C Preferred Stock into Common Stock (assuming, for purposes of determining the number sufficient to allow such conversion, that all options, warrants, convertible securities or other rights convertible, directly or indirectly, into Common Stock have been so exercised or converted, regardless of whether such options, warrants, convertible securities or other rights have an exercise or conversion price that is less than or greater than the Fair Market Value of its underlying security). (e) The Conversion Price shall have conversion rights be subject to adjustment from time to time as follows: A. Each (1) If, at any time after the Original Issuance Date, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then following the record date for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Conversion Price shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of Series C Preferred Stock shall be convertible increased in proportion to such increase in outstanding shares. (2) If, at any time after the direction ofOriginal Issuance Date, and the number of shares of Common Stock outstanding is decreased by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority combination of the outstanding shares of Common Stock, then following the record date for such combination, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of Series C Preferred Stock shall be decreased in proportion to such decrease in outstanding shares. (3) In the event of any capital reorganization of the Corporation, any reclassification of the stock of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or any consolidation or merger of the Corporation, each share of Series C Preferred Stock shall after such reorganization, reclassification, consolidation, or merger be convertible into the kind and number of shares of stock or other securities or property of the Corporation or of the corporation resulting from such consolidation or surviving such merger to which the holder of the number of shares of Common Stock deliverable (immediately prior to the time of such reorganization, reclassification, consolidation or merger) upon conversion of such share of Series C Preferred Stock would have been entitled upon such reorganization, reclassification, consolidation or merger. The provisions of this clause shall similarly apply to successive reorganizations, reclassifications, consolidations, or mergers. (4) In any case in which the provisions of this Section 4(e) shall require that an adjustment shall become effective immediately after a record date of an event, the Corporation may defer until the occurrence of such event (1) issuing to the holder of any share of Series C Preferred Stock converted after such record date and before the occurrence of such event the shares of capital stock issuable upon such conversion by reason of the adjustment required by such event in addition to the shares of capital stock issuable upon such conversion before giving effect to such adjustments, and (2) paying to such holder any amount in cash in lieu of a fractional share of capital stock pursuant to Section 4(c) above; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder's right to receive such additional shares and such cash. (5) Whenever a Conversion Price shall be adjusted as provided in this Section 4(e), the Corporation shall make available for inspection during regular business hours, at its principal executive offices or at such other place as may be designated by the Corporation, a statement, signed by its chief financial officer, showing in detail the facts requiring such adjustment and the Conversion Price that shall be in effect after such adjustment. The Corporation shall also cause a copy of such statement to be sent by first class certified mail, return receipt requested and postage prepaid, to each holder of Series C Preferred Stock affected by the adjustment at such holder's address appearing on the Corporation's records. Where appropriate, such copy may be given in advance and may be included, as part of any notice required to be mailed under the provisions of this Section 4(e) below. (6) If the Corporation shall propose to take any action of the types described in clauses (1), (2) or (3) of this Section 4(e), the Corporation shall give notice to each holder of shares of Series C Preferred Stock, at in the manner set forth in clause (5) above, which notice shall specify the record date, if any, with respect to any time, such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the office date of such notice) on the Corporation Conversion Price and the number, kind or any transfer agent for class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "action or deliverable upon conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyC

Conversion. The holders On the Maturity Date, the Payee may, in its sole and absolute discretion, convert all or part of the Series C Preferred Stock shall have then outstanding principal and/or accrued interest of this Note into ordinary shares, par value $0.0001 per share, of the Maker (the “Conversion Shares”) at a per share conversion rights as follows: A. Each price equal to 95% of the volume weighted average price of an ordinary share of Series C Preferred Stock the Maker for the five trading days immediately prior to, but not including, the Maturity Date (the “Conversion Price”); provided, however, that the Maker shall not be convertible at the direction ofrequired to issue, and the Payee may not elect to convert the principal and/or accrued interest of this Note into, an aggregate number of Conversion Shares that would exceed the maximum number of ordinary shares permitted by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority Section 5635 of the outstanding shares of Series C Preferred Stock, at any time, at the office Nasdaq Stock Market Rules to be issued without a vote of the Corporation or any transfer agent for Maker’s shareholders (such Series, into one thousand (1,000) fully paid and nonassessable shares maximum number of Common Stock subject (x) to adjustment from time to time as provided below (as so adjustedshares, the "conversion ratio") and (y) (“Exchange Cap”), unless the Maker’s shareholders have approved the issuance of ordinary shares pursuant to this Note in excess of the Exchange Cap in accordance with the applicable rules of the Nasdaq Stock Market . The Payee shall provide the Maker with a written notice of the amount of the principal and/or accrued interest of this Note it wants to convert at least two business days prior to the consummation Maturity Date (with any remaining principal and accrued interest to be paid in lawful money of the RecapitalizationUnited States, by wire transfer, to the account of the Payee as designed by the Payee in the written notice of conversion). As promptly as practicable after the Maker’s receipt of such notice and the Payee’s surrender of the Note to the Maker, the Maker (at its expense) will issue to limitations resulting the Payee the Conversion Shares. The Maker agrees to promptly file a registration statement with the SEC covering the resale of the ordinary shares that may be issued upon conversion of the Note and use its best efforts to have such registration statement declared effective as soon thereafter as possible. In the event such registration statement is not declared effective by the SEC within 180 days from the available number date hereof, then an Event of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock Default shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyhave occurred.

Conversion. The holders Subject to Sections 1.5(c), 1.5(d), 1.5(e), 1.8, 1.9 and 1.10, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company, any stockholder of the Company or any other Person: (i) each share of Company Capital Stock owned by Parent, Merger Sub, the Company or any direct or indirect wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time, if any, shall be extinguished and cancelled without payment of any consideration in respect thereof; (ii) each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted automatically into one share of common stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence; (iii) all of the shares of Company Preferred Stock that are designated as “Series A Preferred Stock” held by each Non-Dissenting Stockholder shall be converted automatically into the right to receive (following the surrender of the certificates representing such shares of Company Preferred Stock in accordance with Section 1.9): (A) an amount in cash equal to the product of (1) $1.00 plus the Per Share Amount multiplied by (2) the total number of shares of Company Preferred Stock that are designated as “Series A Preferred Stock” held by such Non-Dissenting Stockholder; and (B) the contingent right to receive each Further Distributions Per Share Amount, if any; (iv) all of the shares of Company Preferred Stock that are designated as “Series B Preferred Stock” held by each Non-Dissenting Stockholder shall be converted automatically into the right to receive (following the surrender of the certificates representing such shares of Company Preferred Stock in accordance with Section 1.9): (A) an amount in cash equal to the product of (1) $1.04 plus the Per Share Amount multiplied by (2) the total number of shares of Company Preferred Stock that are designated as “Series B Preferred Stock” held by such Non-Dissenting Stockholder; and (B) the contingent right to receive each Further Distributions Per Share Amount, if any; (v) all of the shares of Company Preferred Stock that are designated as “Series C Preferred Stock” held by each Non-Dissenting Stockholder shall be converted automatically into the right to receive (following the surrender of the certificates representing such shares of Company Preferred Stock in accordance with Section 1.9): (A) an amount in cash equal to the product of (1) $2.74 plus the Per Share Amount multiplied by (2) the total number of shares of Company Preferred Stock that are designated as “Series C Preferred Stock” held by such Non-Dissenting Stockholder; and (B) the contingent right to receive each Further Distributions Per Share Amount, if any; (vi) all of the shares of Company Preferred Stock that are designated as “Series D Preferred Stock” and referred to herein as Series D-1 Shares held by each Non-Dissenting Stockholder shall be converted automatically into the right to receive (following the surrender of the certificates representing such shares of Company Preferred Stock in accordance with Section 1.9): (A) an amount in cash equal to the product of (1) a price per share which results in a compound annual growth rate (measured from the date of issuance of such share) of twenty-five percent (25.0%) on $7.09 (not to exceed, in any event, a price per share equal to 3.00 times $7.09) (such amount, the “Series D-1 Hurdle Return”) multiplied by (2) the total number of shares of Company Preferred Stock that are designated as “Series D Preferred Stock” and referred to herein as Series D-1 Shares held by such Non-Dissenting Stockholder; and (B) the contingent right to receive, after the time that the Effective Time Holder of each share of Company Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock has received distributions with respect to the Per Share Amount and Further Distributions Per Share Amount payable with respect to such share equal to the difference between (y) the Series D-1 Hurdle Return and (z) $7.09 (such difference, the “Series D-1 Hurdle Delta”), each Further Distributions Per Share Amount, if any; (vii) all of the shares of Company Preferred Stock that are designated as “Series D Preferred Stock” and referred to herein as Series D-2 Shares held by each Non-Dissenting Stockholder shall have conversion rights be converted automatically into the right to receive (following the surrender of the certificates representing such shares of Company Preferred Stock in accordance with Section 1.9): (A) an amount in cash equal to the product of (1) $9.43 (such amount, the “Series D-2 Hurdle Return”) multiplied by (2) the total number of shares of Company Preferred Stock that are designated as follows: A. Each “Series D Preferred Stock” and referred to herein as Series D-2 Shares held by such Non-Dissenting Stockholder; and (B) the contingent right to receive, after the time that the Effective Time Holder of each share of Company Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall be convertible at the direction of, and by notice has received distributions with respect to the Corporation from, (i) Per Share Amount and Further Distributions Per Share Amount payable with respect to such share equal to the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and difference between (y) the Series D-2 Hurdle Return and (prior z) $7.09 (such difference, the “Series D-2 Hurdle Delta”), each Further Distributions Per Share Amount, if any; and (viii) all of the shares of Company Common Stock held by each Non-Dissenting Stockholder shall be converted automatically into the right to receive (following the surrender of the certificates representing such shares of Company Common Stock in accordance with Section 1.9): (A) an amount in cash equal to the consummation product of (1) the RecapitalizationPer Share Amount multiplied by (2) to limitations resulting from the available total number of shares of Company Common Stock which may be reserved for issuance upon held by such conversionNon-Dissenting Stockholder; and (B) the contingent right to receive each Further Distributions Per Share Amount, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyif any.

Conversion. The holders In addition to and without limiting the rights of the Series C Preferred Stock Warrant holder under the terms of the Warrant, the Holder shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and right (the “Conversion Right”) to convert the Warrant evidenced by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation this certificate or any transfer agent for such Series, portion thereof into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment as provided in this Section 4.6 at any time or from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation its expiration. (a) Upon exercise of the Recapitalization) Conversion Right with respect to limitations resulting from the available a particular number of shares of Common Stock which may be reserved for issuance upon such conversion(the “Converted Shares”), providedthe Company shall deliver to the Holder, without payment by the Holder of any Exercise Price or any cash or other consideration, that any conversion pursuant number of Converted Shares equal to clause the quotient obtained by dividing the Net Value (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" as hereinafter defined in this paragraph 4.6(a)) of the Converted Shares by the Current Market Price of a single Share, determined in each case as of the close of business on the Conversion Date (as hereinafter defined). The “Net Value” of the Converted Shares shall be "1"determined by subtracting the aggregate Exercise Price of the Converted Shares from the aggregate Current Market Price of the Converted Shares on the Conversion Date. No fractional securities shall be issuable upon exercise of the Conversion Right, subject and if the number of securities to adjustment as provided be issued in paragraph VIII.G.accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the Current Market Price of the resulting fractional Share. B. If a holder (b) The Conversion Right may be exercised by the Holder by the surrender of Series C Preferred Stock gives notice (an "Optional Conversion Notice") the Warrant at the principal office of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate Company or certificates for the Series C Preferred Stock being converted, at the office of the Corporation Company’s stock transfer agent, if any, together with a written statement specifying that the Holder thereby intends to exercise the Conversion Right and indicating the number of Shares subject to the Warrant which are being surrendered (referred to in subparagraph 4.(a) above as the Converted Shares), on the reverse side of the Warrant, in exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company of the Warrant, or on such later date as is specified therein (the “Conversion Date”), but not later than the Expiration Date. Certificates for the Converted Shares issuable upon exercise of the conversion Right, together with a check in payment of any transfer agent for such Seriesfractional Warrant Share and, in the case of a partial exercise of a new Warrant evidencing the Warrant Shares remaining subject to the Warrant, shall be issued as of the Conversion Date and shall state therein be delivered to the name or names in which Holder within seven (7) days following the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyDate.

Conversion. The holders of the Series C Preferred Stock Holder shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any timeright, at the option of the Holder at any time prior to maturity, commencing with the Date of Issue, to convert the principal amount of this Note into shares of the Corporation's Common Stock, as such shares shall be constituted at the date of Conversion, at a conversion rate of $0.30 per share of Common Stock. The principal amount of this Note shall be converted into Common Stock, subject to such adjustment or adjustments, if any, of such conversion rate in effect at the time of conversion determined in accordance with this section 5, upon surrender of this Note at the home office of the Corporation Corporation, accompanied by written notice of conversion (the "Conversion Right"). No fractional shares or any transfer agent scrip representing fractional shares will be issued upon the surrender of this Note for such Series, into one thousand (1,000) fully paid and nonassessable conversion. The number of shares of Common Stock to be purchased upon the exercise hereof shall be subject (x) to adjustment from time to time as provided below (as so adjustedfollows. A. In case the Corporation shall, while this Note remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of Common Stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, after the date of record for effecting such recapitalization, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which the holder shall be entitled to purchase hereunder shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of Common Stock resulting from such recapitalization. For the purpose of this subsection A, the term "recapitalization" shall include, without limitation, a stock dividend, stock split, or reverse stock split and shall be considered a change into or an exchange for a larger or smaller number of shares, as the case may be. B. In case of any consolidation of the Corporation with, or merger of the Corporation with or into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Corporation in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash or assets with respect to or in exchange for shares of the Common Stock, then, as a condition of such consolidation, merger or sale or conveyance, lawful and adequate provision shall be made whereby the Holder shall have the right to purchase and receive, upon the basis of and upon the terms and conditions specified in this Note and in lieu of shares of the Common Stock purchasable hereunder, such shares of stock, securities, cash or assets as may be reserved for issuance issued in connection with such consolidation, merger, sale or conveyance in an amount which is, as nearly as possible, equal in value to what the Holder would have received if he had exercised his Conversion Right prior to the date of such consolidation, merger, sale or conveyance and owned the shares of Common Stock issuable upon the exercise of his Conversion Right at the time of such conversionconsolidation, providedmerger, that sale or conveyance. The Corporation will not effect any conversion pursuant consolidation or merger , or sale or conveyance of assets unless prior to clause the consummation thereof the successor corporation (if other than the Corporation) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, executed and mailed or delivered to the Holder at the last address of such Holder appearing on the books of the Corporation, (i) the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase, and (ii) above all other obligations of less than the Corporation under this Note. C. Subject to the provisions of subsection D below, if, during the period that the Conversion Right remains unexercised, in whole or in part, and in force, the Corporation makes any distribution of its assets to holders of Common Stock as a partial liquidating dividend (which liquidating dividend may be by way of return of capital or otherwise), then after the date of record for determining shareholders entitled to such distribution, and before the date of such distribution, the Holder shall be entitled, upon exercise of his Conversion Right and purchase of any or all of the outstanding shares of Series C Preferred Common Stock subject hereto, to receive the amount of such assets (or at the option of the Corporation a sum equal to value thereof at the time of such distribution to holders of Common Stock as such value is determined by the Board of Directors of the Corporation in good faith) which would have been payable to such Holder had he been the holder of record of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution. D. Except as otherwise provided in subsection B above, in the case of any sale or conveyance of all or substantially all of the assets of the Corporation in connection with a plan of complete liquidation of the Corporation, or in the case of the dissolution, liquidation or winding up of the Corporation, all Conversion Rights under this Note shall terminate on a date fixed by the Corporation. Such date shall not be earlier than the date of the commencement of the proceedings for such dissolution, liquidation or winding-up and no later than 30 days after such commencement date. Notice of such termination of Conversion Rights shall be given to the registered Holders hereof, as the same shall appear on the books of the Corporation, at least 30 days prior to such termination date. E. If the Corporation during the period that the Conversion Right remains unexercised in whole or in part, and in force, offers to the holders of Common Stock any rights to subscribe for additional shares or Common Stock of the Corporation. then the Corporation shall give written notice thereof to the Holder not less than 20 days prior to the date on which the books of the Corporation are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such notice shall specify the date (or method to be employed in fixing the date) as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right of the Holder to participate in such offer or subscription shall terminate if the Conversion Right shall not be exercised on or before the date of such closing of the books or such record date. F. Except as provided for in paragraph I below, in case at any time after the date hereof the Corporation shall in any manner grant, issue or sell any stock or security convertible into or exchangeable for Common Stock (?Convertible Securities?) or any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any Convertible Securities (such warrants, rights or options being called ?Options?), whether or not the right to convert, exchange or exercise any such Convertible Securities or such Options are immediately exercisable, and the price per share for which Common Stock is issuable upon the conversion or exchange of such Convertible Securities or upon the exercise of such Options (determined by dividing (i) the sum of (x) the total amount, if any, received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities or the granting of such Options, plus (y) the aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange of all such Convertible Securities or the exercise of all such Options, plus (z), in the case of such Options to purchase Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the conversion or exchange of such Convertible Securities, by (ii) the maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities, or upon the exercise of such Options, or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options), shall be less than the Conversion Price in effect immediately prior to the time of the issue or sale of such Convertible Securities or the granting of such Options, then the-existing Conversion Price hereunder shall be automatically reduced, as of the close of business on the effective date of such securities issuance, to a Conversion Price equal to the lowest price per share at which any additional shares of Common Stock was issued or sold or deemed to be issued or sold in such securities issuance, and such adjustment to the Conversion Price shall take effect immediately as of the effective date of such securities issuance. G. Any adjustment pursuant to the foregoing provisions of this Section 5 shall be made on the basis of the number of shares of Common Stock which the Holder would have been entitled to acquire by exercise of his Conversion Right immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Corporation, at its expense, shall forthwith determine the new number of shares of Common Stock which the Holder shall be entitled to purchase hereunder and shall prepare a statement describing in reasonable detail the method used in calculating such adjustment (s) including, without limitation, a statement of (i) the number of shares of Common Stock outstanding or deemed to be outstanding and (ii) the number of shares of Common Stock which the Holder is entitled to purchase (as adjusted). Unless the Corporation shall receive a written objection to such statement by the Holder within 30 days after the Holder shall receive such statement, the Holder and his successors-in- interest to the Note shall be absolutely stopped from objecting to such statement and shall be bound by the adjustment(s) reflected therein. H. No fractional share of Common Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation issuable upon the exercise of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. Conversion Right. If a holder exercising his Conversion Right in full would otherwise be entitled to a fractional share of Series C Preferred Common Stock, the Corporation shall pay him, in lieu of such fractional share, an amount equal to the fair market value of such fractional share. I. Notwithstanding anything to the contrary contained in this Note, the issuance of stock to employees of the Corporation, pursuant to any employee stock purchase, stock option, stock bonus or other benefit plan of the Corporation, or the grant by the Corporation of any option or other right under any such plan, shall not cause any adjustment of the amount of shares of Common Stock gives that may be purchased hereunder. J. Upon any adjustment of the Conversion Price, then and in each such case the Corporation shall give prompt written notice (an "Optional Conversion Notice") of conversion under paragraph A abovethereof, such holder shall surrender with such Optional Conversion Notice by delivery in person or by certified or registered mail, return receipt requested, addressed to the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, Holder at the office address of such Holder as shown on the books of the Corporation or of any transfer agent for such SeriesCorporation, and which notice shall state therein the name or names Conversion Price resulting from such adjustment and setting forth in reasonable detail the method upon which the certificate or such calculation is based. K. The issuance of certificates for shares of Common Stock are upon conversion of this Note shall be made without charge to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A abovethereof for any issuance tax in respect thereof, provided that the Corporation shall notify all not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other record holders than that of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyHolder.

Conversion. The holders (a) Prior to the Maturity Date, the then outstanding unpaid principal amount of the Series C Preferred Stock Loan (including any accrued and unpaid interest as of such date) shall have conversion rights convert into Equity Securities of the Surviving Corporation at the applicable Conversion Price (a “Conversion”) as follows: A. Each share (i) in respect of Series C Preferred Stock any outstanding unpaid principal amount of the Loan (including any accrued and unpaid interest thereon) owned by Ares: (A) in the case of the Initial Term Loan and Delayed Draw Term Loan (and not, for the avoidance of doubt, the Converted SAFE Term Loan), automatically immediately prior to the consummation of a Business Combination; (B) in the case of the Converted SAFE Term Loan and 2025-2 Delayed Draw Term Loan, upon the election of Ares in its sole discretion (which such election shall be convertible at the direction of, and made by written notice to the Borrower at least five (5) Business Days prior to the consummation of a Business Combination), immediately prior to the consummation of a Business Combination; or (C) upon the election of Ares in its sole discretion, immediately prior to or at any time following the consummation of a Qualified IPO; (ii) in respect of any outstanding unpaid principal amount of the Loan (including any accrued and unpaid interest thereon) owned by any Person other than Ares, automatically immediately prior to the consummation of a Business Combination or a Qualified IPO. (b) Notwithstanding the foregoing, if the Surviving Corporation fromis not the Borrower, in connection with any Conversion pursuant to Section 16(a), (i) the holder thereof Loan (including any accrued and unpaid interest as of such date) will automatically convert into Equity Securities of the Borrower or any successor-in-interest of Borrower, and then (ii) the holders of a majority such Equity Securities of the outstanding shares of Series C Preferred Stock, at any time, at the office Borrower or successor in interest of the Borrower shall be exchanged into equivalent Equity Securities or Warrants of the Surviving Corporation in connection with such Business Combination or any transfer agent for Qualified IPO. The number and type of Equity Securities of the Borrower initially received by Lender in accordance with the foregoing shall be a number and amount such Seriesthat, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the upon consummation of the Recapitalization) to limitations resulting from the available Qualified IPO or Business Combination, Lender receives a number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all Equity Securities or Warrants of the outstanding shares Surviving Corporation equal to the number that Lender would have received had the Loan (including any accrued and unpaid interest as of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation such date), been converted directly into Equity Securities or Warrants of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, Surviving Corporation at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issuedthen-applicable Conversion Price. If the holders of a majority Conversion Price is adjusted in accordance with clause (c)(i) or (c)(ii) of the outstanding shares definition of Series C Preferred Stock give notice of conversion under paragraph A aboveConversion Price, the Corporation type of Equity Securities a Lender receives in accordance with this Section 16.1 shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, be the holders of Series C Preferred Stock shall surrender same as are issued in the certificate or certificates therefor dulyapplicable PIPE Transaction.

Conversion. The holders (a) At any time prior to the Maturity Date, the Holder of this Note may elect to convert the outstanding principal balance of this Note and any unpaid accrued interest thereon into common stock of the Series C Preferred Stock Company (together with the shares issued pursuant to Section 2(a), the “Conversion Shares”). The amount of common stock shall have conversion rights as follows:equal the principal amount of this Note plus accrued and unpaid interest, divided by one dollar ($1.00) (the “Conversion Rate”). A. Each share of Series C Preferred Stock (b) The Conversion Rate will be adjusted on a weighted average basis for a dilutive issuance. A “Dilutive Issuance” shall not include common stock issued or issuable to employees, directors and consultants pursuant to an option plan, if any, currently in existence. Proportional adjustments shall be convertible at made for stock splits and stock dividends. (c) No fractional shares of Payor’s capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which Holder would otherwise be entitled, Payor will pay to Holder in cash the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority amount of the outstanding shares unconverted principal and interest balance of Series C Preferred Stockthis Note that would otherwise be converted into such fractional share. (d) Upon conversion of this Note pursuant to Section 2(a). Holder shall surrender this Note, at any timeduly endorsed, at the office principal offices of Payor. At its expense, Payor will, as soon as practicable thereafter, issue and deliver to such Holder, at such Holder’s address as set forth on the Corporation first page hereto or any transfer agent for such Seriesother address requested by such Holder, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being convertednumber of shares to which such Holder is entitled upon such conversion, at together with any other securities and property to which Holder is entitled upon such conversion under the office terms of the Corporation or this Note, including a check payable to Holder for any cash amounts payable as a result of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for fractional shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyas described therein.

Conversion. The holders (a) On or after the first Business Day that is 12 years after the Issue Date, the Holders shall have the right to convert their shares of the Series C Preferred Stock, in whole or in part (but in no event less than 50,000 shares of Preferred Stock shall have conversion rights as follows: A. Each or, if the aggregate amount of shares of Preferred Stock any such Holder owns is less than 50,000 shares, then all of such shares), into that number of whole shares of Common Stock for each share of Series C Preferred Stock shall be convertible at the direction ofequal, and by notice subject to Section 6(j), to the Corporation from, quotient of (i) the holder thereof or Liquidation Preference divided by (ii) the holders of a majority of Optional Conversion Price then in effect, with such adjustment or cash payment for fractional shares as the outstanding Company may elect pursuant to Section 9 (such quotient, the “Conversion Rate”). To convert shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, Stock into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject pursuant to this Section 6(a), such Holder shall give written notice (xthe “Optional Conversion Notice” and the date of such notice, the “Optional Conversion Notice Date”) to adjustment from time the Company stating that such Holder elects to time as provided below so convert shares of Preferred Stock and shall state therein: (as so adjustedA) the number of shares of Preferred Stock to be converted, (B) the "conversion ratio"name or names in which such Holder wishes the shares of Common Stock to be issued, (C) and (y) (prior to the consummation Holder’s computation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may to be reserved for received by such Holder and (D) the Optional Conversion Price on the Optional Conversion Notice Date. If a Holder validly delivers an Optional Conversion Notice in accordance with this Section 6(a), the Company shall issue the shares of Common Stock as soon as reasonably practicable, but not later than ten (10) business days thereafter (the date of issuance upon of such conversionshares, providedthe “Optional Conversion Date”). (b) On or after the first Business Day that is 12 years after the Issue Date, that any conversion if the Holders have not elected to convert all of their shares of Preferred Stock pursuant to clause (ii) above of less than all of Section 6(a), the Company shall have the right to cause the outstanding shares of Series C Preferred Stock shall to be on a pro rata basis amongst all holders converted, in whole and not in part into that number of Series C whole shares of Common Stock for each share of Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1"Stock equal, subject to Section 6(j), to the quotient of (i) the Liquidation Preference divided by (ii) the Forced Conversion Price then in effect, with such adjustment or cash payment for fractional shares as provided the Company may elect pursuant to Section 9; provided, however that in paragraph VIII.G. B. If order for the Company to exercise such right, the Average VWAP per share of the Common Stock during a holder 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Forced Conversion Notice Date shall be greater than one hundred twenty percent (120%) of Series C the Forced Conversion Price then in effect; and provided, further, that if the conversion by the Company pursuant to this Section 6(b) would result in the Holders holding Common Stock (counting only such Common Stock as has been converted from Preferred Stock gives pursuant to this Certificate of Designations) representing in excess of 20% of the issued and outstanding Common Stock of the Company immediately after such conversion (the “Maximum Holding Amount”), then such conversion shall be limited to the number of shares of Common Stock representing the Maximum Holding Amount, and the Company will have the continuing right to cause the remaining shares of Preferred Stock (which are not converted due to the Maximum Holding Amount limitation) to be converted in whole or in part at any time following the initial conversion of shares of Preferred Stock pursuant to this Section 6(b) to the extent such conversion would not result in the Holders holding Common Stock at such time representing in excess of the Maximum Holding Amount. To convert shares of Preferred Stock into shares of Common Stock pursuant to this Section 6(b), the Company shall give written notice (an "Optional the “Forced Conversion Notice") ” and the date of conversion under paragraph A abovesuch notice, such holder shall surrender with such Optional the “Forced Conversion Notice Date”) to each Holder stating that the duly endorsed certificate or certificates for the Series C Company elects to force conversion of such shares of Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, pursuant to this Section 6(b) and shall state therein (A) the name or names in which number of shares of Preferred Stock to be converted, (B) the certificate or certificates for Forced Conversion Price on the Forced Conversion Notice Date and (C) the Company’s computation of the number of shares of Common Stock are to be issuedreceived by the Holder. If the Company validly delivers a Forced Conversion Notice in accordance with this Section 6(b), the Company shall issue the shares of Common Stock as soon as reasonably practicable, but not later than ten (10) business days thereafter (the date of issuance of such shares, the “Forced Conversion Date”). (c) Upon conversion, each Holder shall surrender to the Company the certificates representing any shares held in certificated form to be converted during usual business hours at its principal place of business or the offices of its duly appointed Transfer Agent maintained by it, accompanied by (i) (if so required by the Company or its duly appointed Transfer Agent) a written instrument or instruments of transfer in form reasonably satisfactory to the Company or its duly appointed Transfer Agent duly executed by the Holder or its duly authorized legal representative and (ii) transfer tax stamps or funds therefor, if required pursuant to Section 6(j). (d) Immediately prior to the close of business on the Optional Conversion Date or the Forced Conversion Date, as applicable, with respect to a conversion, a Holder shall be deemed to be the holder of record of Common Stock issuable upon conversion of such Holder’s shares of Preferred Stock notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Holder. Except to the extent that a Holder is not able to convert its shares of Preferred Stock into Common Stock as a result of Section 6(j), on the Optional Conversion Date or the Forced Conversion Date, as applicable, dividends shall cease to accrue on the shares Preferred Stock so converted and all other rights with respect to the shares of Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the number of whole shares of Common Stock into which such shares of Preferred Stock have been converted (with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9). As promptly as practical after the conversion of any shares of Preferred Stock into Common Stock, the Company shall deliver to the applicable Holder an Ownership Notice identifying the number of full shares of Common Stock to which such Holder is entitled, and a cash payment in respect of fractional shares in accordance with Section 9. (e) Each Fixed Conversion Price shall be subject to the following adjustments (except as provided in Section 6(f)): (i) If the Company pays a dividend (or other distribution) in shares of Common Stock to holders of a majority the Common Stock, in their capacity as holders of Common Stock, then each Fixed Conversion Price in effect immediately following the record date for such dividend (or distribution) shall be divided by the following fraction: 20 OS1 OS0 where OS0 =the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution; and OS1 =the sum of (A) the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution and (B) the total number of shares of Common Stock constituting such dividend. (ii) If the Company issues to holders of shares of the outstanding Common Stock, in their capacity as holders of Common Stock, rights, options or warrants entitling them to subscribe for or purchase shares of Series C Preferred Common Stock give notice at less than the Market Value determined on the Ex-Date for such issuance, then each Fixed Conversion Price in effect immediately following the close of conversion under paragraph A above, business on the Corporation Ex-Date for such issuance shall notify all other be divided by the following fraction: OS0 + X OS0 + Y where OS0 =the number of shares of Common Stock outstanding at the close of business on the record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulydate for such issuance;

Conversion. The holders Immediately prior to the occurrence of either: ● the admission of all or any of the shares or securities of the Company representing those shares (including without limitation depositary interests, American depositary receipts, American depositary shares and/or other instruments) on NASDAQ or the Official List of the United Kingdom Listing Authority or the AIM Market operated by the London Stock Exchange Plc or any other recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000); ● the sale of (or the grant of a right to acquire or to dispose of) any of the shares in the capital of the Company including, for the avoidance, of doubt a business combination (in one transaction or as a series of transactions) which will result in the purchaser of those shares (or grantee of that right) and persons acting in concert with them together acquiring a controlling interest in the Company, except where following completion of the sale the shareholders and the proportion of shares held by each of them are the same as the shareholders and their shareholdings in the Company immediately prior to the sale; or ● any other sale of (or the grant of a right to acquire or to dispose of) any of the shares in the capital of the Company including, for the avoidance, of doubt a business combination and the board in their sole and absolute discretion elect to convert the shares, each preference share shall convert to an ordinary share in the capital of the Company. SECURITIES EXCHANGE AGREEMENT –Exhibit C The undersigned (the “Consenting Stockholder”), being the holder of outstanding common stock, $0.001 par value (the “Common Stock”) and Series C A Convertible Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall Blackboxstocks Inc., a Nevada corporation (the “Company”), having not less than the minimum number of votes that would be convertible necessary to authorize or take action at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) a meeting at which the holders of a majority all Common Stock and Series A Convertible Preferred Stock entitled to vote thereon were present and voted, and acting pursuant to Section 78.320 of the outstanding shares Nevada Revised Statutes (the “NRS”), does hereby, in lieu of Series C Preferred Stock, taking such action at any time, at the office a meeting of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation stockholders of the Recapitalization) to limitations resulting from Company, consent to, approve and adopt the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyfollowing resolutions:

Conversion. The holders (a) At the option and election of the Series C Preferred Stock shall have conversion rights as follows: A. Each Holder thereof, each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C A Preferred Stock, and any unpaid dividends accumulated thereon (including any Arrearages and any dividends accumulated thereon) to the Conversion Date (as defined below), whether or not such dividends have been declared, may be converted in the manner provided herein at any time, at the office of the Corporation or any transfer agent for such Series, time into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject Stock. As of the Conversion Date with respect to a share of Series A Preferred Stock, such share shall be converted into that number (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratioConversion Number") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved equal to the quotient of (A) the sum of (i) the Share Purchase Price for issuance upon such conversioneach share of Series A Preferred Stock, provided, that any conversion pursuant to clause plus (ii) above an amount equal to all unpaid dividends accumulated on such share of less than all Series A Preferred Stock (including any Arrearages and any dividends accumulated thereon) to the Conversion Date whether or not such dividends have been declared, divided by (B) the Conversion Price in effect on the Conversion Date. (b) Conversion of shares of the outstanding shares of Series C A Preferred Stock shall may be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of effected by any Holder thereof upon the Recapitalization, surrender to the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, Corporation at the principal office of the Corporation or at the office of any transfer agent or agents of the Corporation, as may be designated by the Board of Directors and identified to the Holders in writing upon such designation, of the certificate for such Series, shares of Series A Preferred Stock to be converted accompanied by a written notice stating that such Holder elects to convert all or a specified whole number of shares represented by such certificate in accordance with the provisions of this Section A and shall state therein specifying the name or names in which such Holder wishes the certificate or certificates for shares of Common Stock are to be issued. In case such notice shall specify a name or names other than that of such Holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation shall pay any and all documentary, stamp or similar issue or transfer taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A Preferred Stock pursuant hereto. As promptly as practical, and in any event within three (3) Business Days after the Conversion Date (or fifteen (15) calendar days after the Conversion Date if the physical delivery of any certificate is involved), the Corporation shall deliver or cause to be delivered as directed by the Holder being converted (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such Holder shall be entitled to, (ii) any cash that is required to be paid pursuant to subsections (c) and (d) of this Section A, and (iii) if less than the full number of shares of Series A Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series A Preferred Stock evidenced by such surrendered certificate or certificates less the number of shares of Series A Preferred Stock being converted. Such conversion shall be deemed to have occurred at the close of business on the date (the "Conversion Date") of the giving of such notice by the Holder to be converted and of such surrender of the certificate or certificates representing the shares of Series A Preferred Stock to be converted so that as of such time the rights of the Holder thereof as to the shares being converted shall cease, except for the right to receive certificates representing shares of Common Stock and/or cash in accordance herewith, and the Holder entitled to receive the shares of Common Stock issued as a result of such conversion shall be treated for all purposes as having become the holder of such shares of Common Stock at such time. (c) In the event that the Series A Preferred Stock is to be redeemed or converted pursuant to Section V.B hereof, from and after 5:00 p.m. New York City time on the Trading Day immediately preceding (i) the Change of Control Redemption Date or the date of the Change of Control Approval (in the case of the procedures set forth in Section C of Article V), or (ii) the date of the consummation of the Change of Control or the date of the Change of Control Approval (in the case of the procedures set forth in Section D of Article V), the right of a Holder to convert shares of Series A Preferred Stock pursuant to this Section A shall cease and terminate, except if the Corporation shall default in payment thereof on the Change of Control Redemption Date or such later date as provided pursuant to Section C of Article V (in the case of the procedures set forth in Section C of Article V) or the date of the consummation of the Change of Control or such later date as provided pursuant to Section D of Article V (in the case of the procedures set forth in Section D of Article V), in which case all such rights shall continue unless and until such shares are redeemed or converted, as the case may be, and such price is paid in full in accordance with the terms hereof. Notwithstanding anything in the foregoing to the contrary, if the Conversion Date shall occur with respect to any shares of Series A Preferred Stock on or prior to any (i) Change of Control Redemption Date or the date of the Change of Control Approval (in the case of the procedures set forth in Section C of Article V), or (ii) the date of the consummation of the Change of Control or the date of the Change of Control Approval (in the case of the procedures set forth in Section D of Article V), such shares of Series A Preferred Stock shall be converted by the Corporation into Common Stock in the manner provided in this Section A. (d) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued. If more than one share of Series A Preferred Stock shall be surrendered for conversion by the same Holder on the same Conversion Date, the number of full shares of Common Stock issuable on conversion thereof shall be computed on the basis of the total number of shares of Series A Preferred Stock so surrendered. If the holders conversion of any shares of Series A Preferred Stock results in a fraction of a majority share of Common Stock, an amount equal to such fraction multiplied by the Closing Price per share of Common Stock on the Trading Day immediately preceding the day of conversion shall be paid to such Holder in cash by the Corporation. (e) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Series A Preferred Stock in accordance with the terms hereof, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series C A Preferred Stock, and shall take all action required to increase the authorized number of shares of Common Stock give notice if necessary to permit the conversion of conversion under paragraph A above, the Corporation shall notify all other record holders outstanding shares of Series C A Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyStock.

Conversion. The holders of (a) Subject to the Series C Preferred Stock shall have conversion rights as follows: A. Each provisions for adjustment hereinafter set forth, (i) each share of Series C B Preferred Stock shall be convertible at the direction of, any time and by notice from time to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office option of the Corporation holder thereof (such conversion, herein referred to as an "Optional Conversion") and (ii) all shares of Series B Preferred Stock shall be converted upon the occurrence of a Liquidity Event or any transfer agent for the written election of the Required Holders (such Seriesconversion, herein referred to as a "Mandatory Conversion"), in each case into one thousand (1,000) fully paid and nonassessable shares of Common Stock. The number of shares of Common Stock deliverable upon conversion of a share of Series B Preferred Stock, adjusted as hereinafter provided, is referred to herein as the "Conversion Ratio." After giving effect to the reverse stock split of the Common Stock on the date hereof, the Conversion Ratio shall initially hereinafter be 1.1611 in respect of the Series B1 Preferred Stock and 3.6199 in respect of the Series B2 Preferred Stock, subject (x) to adjustment from time to time as provided below after the date hereof pursuant to paragraph (as so adjusted, f) of this Section 7. No fractional shares shall be issued upon the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number any shares of Series B Preferred Stock. All shares of Common Stock which may be reserved for issuance (including fractions thereof) issuable upon such conversion, provided, that any conversion pursuant to clause (ii) above of less more than all of the outstanding shares one share of Series C B Preferred Stock by a holder thereof shall be on a pro rata basis amongst all holders aggregated for purposes of Series C Preferred Stockdetermining whether conversion would result in the issuance of any fractional share. After consummation of If, after the Recapitalizationaforementioned aggregation, the number "1,000" conversion would result in this paragraph shall be "1"the issuance of a fraction of a share of Common Stock, subject the Company shall, in lieu of issuing any fractional share, pay the holder otherwise entitled to adjustment as provided such fraction a sum in paragraph VIII.G. B. If cash equal to the same fraction applied to the Current Market Price of a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares share of Common Stock are to be issued. If on the holders of a majority of the outstanding shares of Series C Preferred Stock give notice date of conversion under paragraph A above, (as determined in good faith by the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"Board). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor duly.

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C A Preferred Stock shall be convertible at into Common Stock as follows (all capitalized terms to have the direction ofmeaning set forth in a Rights Agreement (the “Rights Agreement”) dated as of , and by notice to 2006 between the Corporation fromand American Stock Transfer and Trust Company, which are incorporated herein by reference, unless otherwise defined herein): (A) Subject to and upon compliance with the provisions of this Section 4, the holder of any shares of Series A Preferred Stock shall have the right, at such holder’s option, at any time or from time to time after the earlier of (i) the holder thereof tenth day after the Shares Acquisition Date or (ii) the holders of a majority tenth Business Day (or such later date as may be determined by action of the board of directors of the Corporation prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Excluded Person) of, or of the first public announcement of the intention of any Person (other than an Excluded Person) to commence a tender or exchange offer, the consummation of which would result in any Person, including such Person’s Associates and Affiliates (other than an Excluded Person) becoming the Beneficial Owner of Common Stock aggregating fifteen (15%) percent (or such lesser percentage as may be fixed by the board of directors of the Corporation pursuant to the Rights Agreement) or more of the then outstanding Common Stock, to convert any of such shares of Series C A Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, Stock into one thousand (1,000) fully paid and nonassessable shares of Common Stock as follows: the number of Shares of Common Stock into which one share of Series A Preferred Stock may be converted is computed by dividing (i) the Liquidation Amount (as hereinafter defined) by (ii) 50% of the current per share market price of the Common Stock (as defined in the Rights Agreement) on the date on which the Series A Preferred Stock first becomes convertible into Common Stock (said amount being referred to herein as the “Conversion Price” and being subject to adjustment pursuant to Section 4(D) hereof). (xB) Subject to Subsection 4(A) above, the holder of any shares of Series A Preferred Stock may exercise the conversion right specified in Subsection 4(A) by surrendering to the Corporation or any transfer agent of the Corporation the certificate or certificates for the shares to be converted, accompanied by written notice specifying the number of shares to be converted. Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for the shares to be converted are delivered to the Corporation or the transfer agent. Such date is referred to herein as the “Conversion Date.” Subject to the provisions of Section 4(D)(iv) hereof, as promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such holder a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check or cash with respect to any fractional interest in a share of Common Stock as provided in Section 4(C). Subject to the provisions of Section 4(D)(iv), the person in whose name the certificate(s) for Common Stock are to be issued shall be deemed to have become a holder of record of such Common Stock on the applicable Conversion Date. Upon conversion of only a portion of the number of shares represented by a certificate of Series A Preferred Stock surrendered for conversion, the Corporation shall issue and deliver to or upon the written order of the holder of the certificate so surrendered, at the expense of the Corporation, a new certificate in the number of shares of Series A Preferred Stock representing the unconverted portion of the certificate so surrendered. (C) No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series A Preferred Stock. If more than one share of Series A Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series A Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the then current market price. (D) The Conversion Price set forth in Section 4(A) hereof shall be subject to adjustment from time to time as provided below follows: (as so adjustedi) If the Corporation shall (a) declare a dividend or make a distribution on its Common Stock in shares of its Common Stock, (b) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, or (c) combine or reclassify the outstanding Common Stock into a smaller number of shares, the "conversion ratio") and (y) (prior to Conversion Price in effect at the consummation time of the Recapitalization) record date for such dividend or distribution or the effective date of such subdivision, combination, or reclassification shall be proportionately adjusted so that the holder of any shares of Series A Preferred Stock surrendered for conversion after such date shall be entitled to limitations resulting from receive the available number of shares of Common Stock which may he would have owned or been entitled to receive had such Series A Preferred Stock been converted immediately prior to such date. Successive adjustments in the Conversion Price shall be reserved for issuance upon such conversion, provided, that made whenever any conversion pursuant to clause event specified above shall occur. (ii) above In case of less than all any consolidation with or merger of the outstanding Corporation with or into another Corporation, or in case of any sale, lease or conveyance to another Corporation of the assets of the Corporation as an entity or substantially as an entity, each share of Series A Preferred Stock shall after the date of such consolidation, merger, sale, lease or conveyance be convertible into the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such consolidation, merger, sale, lease or conveyance) upon conversion of such share of Series A Preferred Stock would have been entitled upon such consolidation, merger, sale, lease or conveyance; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the holders of the shares of Series C A Preferred Stock shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or property thereafter deliverable on a pro rata basis amongst all holders the conversion or other securities or property thereafter deliverable on the conversion of the shares of Series C A Preferred Stock. After consummation of the Recapitalization, the number "1,000" in . (iii) All calculations under this paragraph Section 1(D) shall be "1", subject made to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice the nearest cent or to the nearest one hundredth (an "Optional Conversion Notice"1/100th) of conversion under paragraph A abovea share, as the case may be. Any provision of this Section 4(D) to the contrary notwithstanding, no adjustment in the Conversion Price shall be made if the amount of such holder adjustment would be less than $0.01, but any such amount shall surrender be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such Optional Conversion Notice the duly endorsed certificate amount and any other amount or certificates for the Series C Preferred Stock being convertedamounts so carried forward, at the office of the Corporation shall aggregate $0.01 or of more. (iv) In any transfer agent for such Series, and shall state therein the name or names case in which the certificate or certificates provisions of this Section 4(D) shall require that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence of such event (a) issuing to the holder of any share of Series A Preferred Stock converted after such record date and before the occurrence of such event the additional shares of Common Stock are issuable upon such conversion by reason of the adjustment and (b) paying to be issued. If the holders such holder any amount of cash in lieu of a majority fractional share of Common Stock pursuant to Subsection (D) of this Section 4; provided that the Corporation upon request shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder’s right to receive such additional shares, and such cash, upon the occurrence of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyevent requiring such adjustment.

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall (a) This Note may be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, converted into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available that number of shares of Common Stock (rounded up to the nearest whole share) determined by dividing the Principal Amount (excluding interest) of this Note by the greater of: (i) [the volume-weighted average price of Borrower’s common stock over the ten (10) consecutive trading day period prior to the date on which may be reserved for issuance upon such conversiona Note is issued to PFG (the “10-day VWAP”), providedplus a 20% premium the 10-day VWAP][TO BE INSERTED ON ISSUE OF NOTE], that any conversion pursuant to clause and (ii) above the Effective Price per share of less than all of securities issued in an Equity Financing (as each such term is defined in the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the RecapitalizationLoan Agreement, the number "1,000" in this paragraph shall be "1"“Conversion Price”), subject to adjustment as provided in paragraph VIII.G. B. If below, at any time upon the election of the Holder hereof by delivery of a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice (a “Conversion Event”). (b) As soon as practicable after the duly endorsed occurrence of a Conversion Event, Maker at its expense will cause to be issued in the name of and delivered to Holder, a certificate or certificates for the Series C Preferred number of shares of Conversion Stock being converted, at the office to which Holder shall be entitled on such conversion. No fractional Conversion Stock shall be issued on conversion of the Corporation or Note. (c) From and after the occurrence of any transfer agent for a Conversion Event, Maker shall reserve and keep available out of its authorized but unissued Common Stock such Series, and shall state therein the name or names in which the certificate or certificates for number of shares of Common Stock are as shall from time to time be sufficient to effect conversion of this Note and the other Note (if issued). Maker will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, dividend or other distribution of cash or property, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be issued. If observed or performed hereunder by Maker, but will at all times in good faith assist in the holders carrying out of a majority all the provisions hereof, and in the taking of all such action as may be necessary or appropriate in order to protect the outstanding shares conversion rights of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyHolder as set forth herein against impairment.

Conversion. The holders (a) At the option and election of the Series C Preferred Stock shall have conversion rights as follows: A. Each holder thereof, each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C A Preferred Stock, including all unpaid dividends accumulated thereon to the Conversion Date (as defined below), whether or not such dividends have been declared, may be converted in the manner provided herein at any time, at the office of the Corporation or any transfer agent for such Series, time into one thousand (1,000) fully paid and nonassessable shares of Common Stock Stock. As of the Conversion Date with respect to a share of Series A Preferred Stock, subject to subsections (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio"d) and (ye) of this Section A, such share shall be converted into that number (prior to the consummation of the Recapitalization"Conversion Number") to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon equal to the quotient of (i) the sum of (A) the Stated Value plus (B) all unpaid dividends accumulated on such conversionshare of Series A Preferred Stock to the Conversion Date whether or not such dividends have been declared, provided, that any conversion pursuant to clause divided by (ii) above the Conversion Price in effect on the Conversion Date. (b) Conversion of less than all shares of the outstanding shares of Series C A Preferred Stock shall may be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of effected by any holder thereof upon the Recapitalization, surrender to the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, Corporation at the principal office of the Corporation or at the office of any transfer agent or agents of the Corporation, as may be designated by the Board of Directors of the Corporation and identified to the holders in writing upon such designation, of the certificate for such Series, shares of Series A Preferred Stock to be converted accompanied by a written notice stating that such holder elects to convert all or a specified whole number of shares represented by such certificate in accordance with the provisions of this Section A and shall state therein specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock are to be issued. If In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the holders issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A Preferred Stock pursuant hereto. As promptly as practical, and in any event within three Business Days after the Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series A Preferred Stock being converted (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled to, (ii) any cash that is required to be paid pursuant to subsections (d) and (e) of this Section A, (iii) certificates representing any shares of Series B Preferred Stock that are required to be delivered pursuant to subsection (e) of this Section A, and (iv) if less than the full number of shares of Series A Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series A Preferred Stock evidenced by such surrendered certificate or certificates less the number of shares of Series A Preferred Stock being converted. Such conversion shall be deemed to have occurred at the close of business on the date (the "Conversion Date") of the giving of such notice by the holder of the Series A Preferred Stock to be converted and of such surrender of the certificate or certificates representing the shares of Series A Preferred Stock to be converted so that as of such time the rights of the holder thereof as to the shares being converted shall cease except for the right to receive shares of Common Stock, shares of Series B Preferred Stock and/or cash in accordance herewith, and the person entitled to receive the shares of Common Stock and/or shares of Series B Preferred Stock issued as a result of such conversion shall be treated for all purposes as having become the holder of such shares of Common Stock and/or shares of Series B Preferred Stock at such time. (c) In the event that the Series A Preferred Stock is to be redeemed pursuant to Article V hereof, from and after the Redemption Date, the right of a majority holder to convert shares of Series A Preferred Stock pursuant to this Section A shall cease and terminate, except if the Corporation shall default in payment of the Redemption Price on the Redemption Date in which case all such rights shall continue unless and until such shares are redeemed and such price is paid in full in accordance with the terms hereof. Notwithstanding anything in the foregoing to the contrary, if the Conversion Date shall occur with respect to any shares of Series A Preferred Stock on or prior to any Redemption Date, such shares of Series A Preferred Stock shall be converted by the Corporation into Common Stock in the manner provided in this Section A. (d) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Closing Price per share of Common Stock on the Conversion Date (or on the Trading Day immediately preceding the Conversion Date, if the Conversion Date is not a Trading Day). If more than one share of Series A Preferred Stock shall be surrendered for conversion by the same holder on the same Conversion Date, the number of full shares of Common Stock issuable on conversion thereof shall be computed on the basis of the total number of shares of Series A Preferred Stock so surrendered. (e) Notwithstanding anything in the foregoing to the contrary, in the event that a Conversion Date with respect to a share of Series A Preferred Stock occurs prior to the date on which the Series A Shareholder Approval is obtained, as of such Conversion Date, subject to subsection (d) of this Section A, such share shall be converted into that number of shares of Common Stock equal to the quotient of (i) the Stated Amount thereof, divided by (ii) the Conversion Price in effect on the Conversion Date, and upon delivery of such shares in accordance with the terms hereof, the Corporation shall pay in cash all accrued and unpaid dividends on such share as directed by the holder thereof; provided, however, that if, as of such Conversion Date, the Corporation is prohibited by the terms of the Credit Agreement (as in effect on the date of the Investment Agreement or any Credit Agreement containing restrictions regarding such payments that are no more restrictive that those in effect on the date of the Investment Agreement) or the Indenture (as in effect on the date of the Investment Agreement or any Indenture containing restrictions regarding such payments that are no more restrictive that those in effect on the date of the Investment Agreement) from paying such accrued and unpaid dividends in cash as required pursuant to this sentence, in satisfaction of such accrued and unpaid dividends and in lieu of such cash payment, the Corporation may deliver shares of Series B Preferred Stock having an aggregate stated value equal to the aggregate amount of such accrued and unpaid dividends. Until the Series A Shareholder Approval is obtained, the Corporation shall not (A) utilize amounts available under Section 6.06(a)(ii) of the Credit Agreement (or any comparable provision of the Credit Agreement) for any purpose except to pay dividends in respect of the Series A Preferred Stock in cash as required pursuant to this subsection (e) or to make payments with respect to the Series B Preferred Stock, or (B) amend the Credit Agreement in any manner so as to reduce the amounts available to pay dividends in respect of the Series A Preferred Stock in cash under Section 6.06(a)(ii) of the Credit Agreement (or any comparable provision of the Credit Agreement). Notwithstanding the foregoing, this paragraph shall not prohibit (i) the acquisition, repurchase, exchange, conversion, redemption or other retirement for value of shares of Series A Preferred Stock or any Parity Dividend Security by the Corporation in accordance with the terms of such securities, (ii) purchases of Equity Securities of the Corporation or any of its Subsidiaries from executives and other management-level employees of the Corporation or any of its Subsidiaries in connection with customary employment and severance arrangements, or (iii) the acquisition, repurchase, exchange, conversion, redemption or other retirement for value by the Corporation of any Junior Dividend Securities by the Corporation in accordance with obligations in existence at the time of original issuance of the Series A Preferred Stock. (f) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Series A Preferred Stock in accordance with the terms hereof, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series C A Preferred Stock, and shall take all action required to increase the authorized number of shares of Common Stock give notice if necessary to permit the conversion of conversion under paragraph A above, the Corporation shall notify all other record holders outstanding shares of Series C A Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyStock.

Conversion. The holders (a) At any time after the three (3) month anniversary of the initial issuance of the Series C A Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible Stock, the Corporation may, at the direction ofoption of the Board of Directors, and by notice to the Corporation from, (i) the holder thereof convert all or (ii) the holders of a majority part of the outstanding shares of the Series C A Preferred StockStock at the conversion rate set forth in subparagraph (c) below, provided that the Corporation shall give written notice by mail, postage prepaid, to the holders of such stock to be converted at any timeleast ten (10) days prior to the date specified for conversion (the "Conversion Date"). Such notice shall be addressed to each such shareholder at the address of such holder appearing on the books of the Corporation or given by such holder to the Corporation for the purpose of notice, or if no such address appears or is so given, at the place where the principal office of the Corporation or any transfer agent for such Seriesis located. Such notice shall state the Conversion Date, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below the Conversion Rate (as so adjustedhereinafter defined), the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Series A Preferred Stock which may of such holders, to be reserved for issuance converted and shall call upon such conversionholder to surrender to the Corporation on the Conversion Date at the place designated in the notice such holder's converted stock. On or after the Conversion Date, provided, that any each holder of shares of Series A Preferred Stock called for conversion pursuant shall surrender the certificate evidencing such shares to clause (ii) above the Corporation at the place designated in such notice and shall thereupon be entitled to receive shares of the Corporation's common stock at the Conversion Rate. If less than all of the outstanding shares of Series C A Preferred Stock Stock, treated as one class, are to be converted, then the Corporation shall be on convert a pro rata basis amongst all holders portion from each holder of such stock according to the respective number of shares of such stock held by such holder. (b) At any time, on or after the three (3) month anniversary of the initial issuance of the Series A Preferred Stock, any holder of outstanding shares of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C A Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being convertedmay, at the office of the Corporation its option, convert all or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority part of the outstanding shares of the Series C A Preferred Stock held by it at the Conversion Rate set forth in subparagraph (c) below, provided that said holder shall give written notice by mail, postage prepaid, to the Corporation of conversion under paragraph A abovesuch stock to be converted at least ten (10) days prior to the Conversion Date. Such notice shall state the Conversion Date, the Corporation shall notify all other record holders number of shares of Series C A Preferred Stock (a "Mandatory of such holders to be converted and the agreement of such holder(s) to surrender to the Corporation on the Conversion Notice")Date at the Corporation's principal place of business or such other place designated by the Corporation such holder's 22 conversion stock. Following receipt On or after the Conversion Date, each holder of a Mandatory Conversion Notice, the holders shares of Series C A Preferred Stock requesting conversion shall surrender the certificate evidencing such shares to the Corporation at the place designated by the Corporation and shall thereupon be entitled to received shares of common stock at the Conversion Rate. (c) The Series A Preferred Stock shall be converted at the rate of one share of the Corporation's common stock for each share of Series A Preferred Stock. At the time of conversion all accumulated and unpaid dividends to the Conversion Date shall be paid in cash. (d) From and after the Conversion Date the holders of the shares of the Series A Preferred Stock called for conversion shall cease to have any rights as Series A Preferred stockholders of the Corporation. (e) There shall be no conversion of any shares of Preferred Stock of the Corporation where such action would be in violation of applicable law. (f) The shares of the Corporation's common stock issued in the conversion of Series A Preferred stock shall be restricted stock issued pursuant to an exemption from registration under the Securities Act of 1933. The recipient of said common stock shall make such representations as are required by the Corporation so as to qualify for said exemptions from registration. (g) The Corporation hereby undertakes, as soon as practicable after the Conversion Date, to use its best and most diligent efforts to prepare and file a registration statement under the Securities Act of 1933 (the "Act") to register for resale said shares of common stock and to pursue the same with diligence to effectiveness. All costs and expenses associated with the preparation, filing and completion of such registration statement (other than brokers' commissions) shall be borne by the Company. The Company will also use its best efforts to qualify the shares for sale in various state as required by applicable law. (h) The number of shares of common stock issuable upon conversion of the Series A Preferred Stock shall be adjusted to reflect an equivalent number of shares, as required, to reflect any stock split or certificates therefor dulysimilar recapitalization of the Corporation's outstanding common stock. (i) The Corporation shall reserve and shall have at all times available the shares of common stock issuable upon conversion of the Series A Preferred Stock.

Conversion. The holders At any time on or after the earliest to occur of (i) receipt of notice from the Company of its intention to prepay the Debentures in accordance with Section 1.2(f) hereof, (ii) a Liquidity Event, (iii) an Event of Default, or (iv) December ___, 1998, Lenders holding a majority in interest of the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction ofDebentures may, and by upon 30 days prior written notice to the Corporation fromCompany, (i) the holder thereof or (ii) the holders of a majority require that all of the outstanding Debentures be converted into 2,000 shares of Series C Convertible Preferred Stock and 2,000 shares of Redeemable Preferred Stock, at . The Company and the Lenders agree that if for any time, at the office reason any principal of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (Debentures shall have been prepaid prior to conversion, such prepayment shall only reduce the consummation amount of Redeemable Preferred Stock received upon conversion by one (1) share of Redeemable Preferred Stock for each $1,000 in principal amount of the Recapitalization) to limitations resulting from Debentures that have been prepaid and shall not reduce the available number amount of shares of Common Convertible Preferred Stock which may be reserved for issuance received upon such conversion. In connection with the conversion of Debentures under this Section 6, providedthe Company shall pay to the Lenders, that any in cash, all accrued but unpaid Interest on the Debentures through the date of such conversion pursuant to clause (ii) above of less than and each Lender shall surrender all of its Debentures, marked canceled, and acknowledged by the outstanding Lenders to be paid-in-full, to the Company at the Company's principal office in exchange for the shares of Series C Convertible Preferred Stock and Redeemable Preferred Stock and interest payments described above. Upon delivery of the Debentures to the Company, marked canceled, the Lenders shall be on a pro rata basis amongst all holders deemed to be shareholders in the Company holding their respective shares of Series C Convertible Preferred Stock and Redeemable Preferred Stock. After consummation The Company shall make such filings as are required and obtain all necessary consents and approvals necessary to consummate such conversion, including, if applicable, all necessary filings and approvals under Title II of the RecapitalizationH▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended. The Company shall take all other action that the number "1,000" in this paragraph shall be "1", subject Lenders may reasonably request to adjustment as provided in paragraph VIII.G. B. If a holder evidence and effectuate the Lenders becoming shareholders holding shares of Series C Convertible Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C and Redeemable Preferred Stock being converted, at in the office Company. The Company will comply with all applicable state "blue sky" or securities laws in connection with the issuance and sale of the Corporation or Debentures, any of any transfer agent for such Series, and shall state therein the name or names in securities into which the certificate or certificates for shares of Common Stock are to Debentures may be issued. If converted and the holders of a majority of other securities issued by the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyCompany.

Conversion. (i). The holders entire amount of the Series C Preferred Stock shall have conversion rights as follows: A. Each share issued and outstanding shares of Series C A Preferred Stock shall be convertible at into shares of NewCo Common Stock upon the direction ofcompletion of a Private Placement Offering by NewCo of NewCo Common Stock in the aggregate amount of no less than three million dollars ($3,000,000) (the “PPO”). Any conversion under this Section 3(c)(i) shall entitle a Holder to receive 6.333333 shares of NewCo Common Stock for each share of Series A Preferred Stock (the “Conversion Price”). Upon the entire conversion of the Series A Preferred Stock, and by notice the Series A Preferred Stock shall be returned to the Corporation from, (i) the holder thereof or for cancellation. (ii) ). The Conversion Date shall be the holders date of a majority completion of the outstanding PPO, as advised to the Corporation by the placement agent. Within 10 business days of the Conversion Date, the Holders of Series A Preferred Stock agree to convert their shares of Series C A Preferred Stock into shares of NewCo Common Stock, at any time, . Each Holder shall surrender the certificate or certificates for the shares of Series A Preferred Stock owned by such Holder at the office of the Corporation’s transfer agent (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written acceptance that such Holder agrees to convert all of his or her shares of the Series A Preferred Stock represented by such certificate or certificates. The Holder shall effect conversion by sending the form of conversion notice attached hereto as Appendix I (the “Notice of Conversion”). If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her, or its attorney duly authorized in writing. The Corporation, as soon as practicable after the Conversion Date, shall cause to be issued and delivered at such office to such Holder, a certificate or certificates for the number of shares of NewCo Common Stock to which such Holder shall be entitled. No fractional shares of NewCo Common Stock shall be issuable upon a conversion hereunder and the number of shares to be issued shall be rounded up to the nearest whole share. If a fractional share interest arises upon any conversion hereunder, the Corporation shall cause the elimination of such fractional share interest by causing to be issued to Holder an additional full share of NewCo Common Stock. Not later than ten (10) business days after the Corporation’s receipt of the Notice of Conversion, the Corporation will cause NewCo to deliver to the Holder a certificate or certificates representing the number of shares of NewCo Common Stock being acquired upon the conversion of the Series A Preferred Stock provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of NewCo Common Stock issuable upon conversion of any Series A Preferred Stock until the shares or the Series A Preferred Stock are either delivered for conversion to the Corporation or any transfer agent for the Series A Preferred Stock or NewCo Common Stock, or the Holder notifies the Corporation that such SeriesSeries A Preferred Stock have been lost, into one thousand (1,000) fully paid stolen or destroyed and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior provides an agreement reasonably acceptable to the consummation of the Recapitalization) Corporation to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of indemnify the Corporation or of and NewCo from any transfer agent for such Series, and shall state therein the name or names loss incurred by it in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyconnection therewith.

Conversion. The holders mode of carrying the merger into effect and the manner and basis of converting the shares of Pointward into shares of the Series C Preferred Stock shall have conversion rights Surviving Corporation are as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) The aggregate number of Pointward shares issued and outstanding on the holder thereof or (ii) Merger Date shall, by virtue of the Merger and without any action on the part of the holders of a majority of the outstanding shares of Series C Preferred Stockthereof, at any time, at the office of the Corporation or any transfer agent for such Series, be converted into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available an equal number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause XESP common stock and issued in accordance with the schedule set forth in Exhibit A. (ii) above Subject to such adjustments, there shall be 55,418,001 shares of less than all XESP Common stock issued and outstanding upon completion of the Merger held as follows: 39,252,000 common shares held by the shareholders of Pointward (“Shareholders”); and 11,416,001 shares held by the current shareholders of XESP. (iii) The XESP Common stock shall be issued to the holders of Pointward shares in exchange for their shares on a one for one basis. (iv) All outstanding warrants of Pointward and any other outstanding rights to purchase the shares of Series C Preferred Stock Pointward shall be adjusted, pursuant to the terms contained in such warrants or other rights documents, for conversion to warrants or rights to purchase stock of XESP on a pro rata basis amongst all holders the same ratio as provided by the Merger. (v) Fractional shares of Series C Preferred Stock. After consummation XESP Common stock shall not be issued, but in lieu thereof XESP shall round up fractional shares to the next highest whole number. (vi) The shares of XESP Common stock to be issued in exchange for Pointward shares hereunder shall be proportionately reduced by any shares owned by Shareholders who shall have timely objected to the Merger (the "Dissenting Shares") in accordance with the provisions of the Recapitalization, the number "1,000" in this paragraph shall General Corporation Law of Delaware which objections will be "1", subject to adjustment dealt with as provided in paragraph VIII.G.those sections. B. If a holder (vii) Each share of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A abovePointward that is issued and outstanding and owned by Shareholders on the Merger Date shall, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office by virtue of the Corporation or Merger and without any action on the part of any transfer agent for such Seriesthe Shareholders, be retired and shall state therein the name or names in which the canceled. (viii) Each certificate or certificates for evidencing ownership of shares of XESP Common Stock are stock issued and outstanding on the Merger Date or held by XESP in its treasury shall continue to be issued. If the holders of a majority evidence ownership of the outstanding same number of shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyXESP Common stock.

Conversion. The holders of Holder is entitled, at its option after the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at date that is 180 days after the direction ofdate hereof, and by notice subject to the Corporation fromfollowing provisions of this Section 4, (i) the holder thereof to convert all or (ii) the holders a portion of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, this Debenture into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject of the Company, $0.01 par value per share (x) "Common Stock"), at any time until the Maturity Date, at a conversion price for each share of Common Stock equal to adjustment from time to time as provided below the amount of $0.112 (as so adjusted, the "conversion ratioConversion Price") and ); provided that the principal amount being converted is at least US $10,000.00 (y) (prior unless if at the time of such election to convert the aggregate principal amount of all Debentures registered to the consummation of Holder is less than Ten Thousand Dollars (US $10,000.00), then the Recapitalization) to limitations resulting from the available whole amount thereof). The number of shares of Common Stock which issuable upon exercise of this Debenture (the "Conversion Shares") and the Conversion Price may be reserved for issuance upon adjusted from time to time as hereinafter set forth. The number of Conversion Shares into which such conversion, provided, that any conversion pursuant to clause Debentures are convertible shall be determined by dividing (iia) above of less than all the principal amount of the outstanding shares Debentures to be converted by (b) the Conversion Price then in effect. In order to convert the principal amount of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalizationthis Debenture, or any portion thereof, the number "1,000" in this paragraph Holder shall be "1"send by facsimile transmission (and confirm such transmission by telephone or voicemail message), subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A aboveto the Company, such holder shall surrender with such Optional stating the principal amount to be converted and the applicable Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such SeriesPrice, and shall state therein prior to Conversion, the name or names in which Holder must physically surrender this Debenture to the certificate or certificates for Company. No fractional shares of Common Stock are or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to be issuedthe nearest whole share. If the holders of a majority of the outstanding shares of Series C Preferred Stock give The date on which notice of conversion under paragraph A aboveis given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes or otherwise delivers the conversion notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company, provided that the Holder shall deliver to the Company's transfer agent or the Company the original Debentures being converted within five (5) business days thereafter (and if not so delivered within such time, the Corporation Conversion Date shall notify all other record holders be the date on which the later of Series C Preferred Stock (a "Mandatory the Notice of Conversion Notice"and the original Debentures being converted is received by the Company). Following receipt Facsimile delivery of a Mandatory the Notice of Conversion Noticeshall be accepted by the Company at facsimile number (▇▇▇) ▇▇▇-▇▇▇▇; ATTN: Corporate Secretary, or at such other facsimile number as the holders of Series C Preferred Stock shall surrender Company may provide to the certificate or certificates therefor dulyHolder.

Conversion. The holders of the Series C (a) Each Stockholder that holds any Company Convertible Preferred Stock shall have conversion rights take all steps necessary, including the submission, concurrently with the execution and delivery of this Agreement, to the Company of the Optional Conversion Notice (as follows: A. Each share defined in the Certificate of Series C Designations) in the form of Exhibit A to this Agreement, to convert all of such Stockholder’s Company Convertible Preferred Stock shall be convertible (whether New Shares or Existing Shares), including all in-kind dividends that have accrued thereon through the date of such conversion, into Company Common Stock at the direction ofConversion Price (as defined in the Certificate of Designations), and by notice with such conversion to be effective as of no later than the Corporation from, (i) the holder thereof or (ii) the holders earlier of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) immediately before (and subject to adjustment from time the occurrence of) the Effective Time, and (y) immediately before any Exercise of Remedies with respect to time as provided below such Shares (as so adjusted, the "conversion ratio"earlier of clauses (x) and (y), the “Conversion Deadline”), so that such Stockholder shall not hold any Company Convertible Preferred Stock (or have any accrued dividends relating thereto or any further rights to the accrual of any dividends relating thereto) from or after the Conversion Deadline and so that the Company Common Stock into which such Convertible Preferred Stock converts (including all in-kind dividends that have accrued thereon through the date of such conversion) may be converted into the right to receive the merger consideration on and subject to the terms of the Merger Agreement. The Company hereby confirms that it will accept such Optional Conversion Notice set forth in Exhibit A promptly upon its completion, execution and delivery to the Company, on and subject to the terms and conditions set forth therein. Notwithstanding anything herein to the contrary, if any share of Company Convertible Preferred Stock outstanding immediately prior to the Effective Time would be entitled to be exchanged for a Fundamental Change Repurchase Price (as defined in the Certificate of Designations) as a result of the consummation of the RecapitalizationMerger (it being agreed herein that the consummation of the Merger would constitute a Fundamental Change (as defined in the Certificate of Designations)) to limitations resulting from that exceeds the available number of amount into which the shares of Company Common Stock, into which such share of Company Convertible Preferred Stock would convert pursuant to this Section 3.1 and Exhibit A, then the parties to this Agreement shall promptly amend this Agreement to provide for the repurchase, and cancelation, of such share of Company Convertible Preferred Stock by the Company immediately before the Effective Time in exchange for the payment, by wire transfer of immediately available funds, of the applicable Fundamental Change Repurchase Price. (b) Notwithstanding anything herein to the contrary, this Agreement permits any Stockholder to convert such Stockholder’s Company Convertible Preferred Stock (whether New Shares or Existing Shares) (including all in-kind dividends that have accrued thereon through the date of such conversion) into Company Common Stock which may be reserved for issuance in accordance with the Certificate of Designations at any time before the Conversion Deadline. (c) Any Shares delivered to the Stockholders upon such conversion, provided, that any conversion pursuant to clause this Section 3.1 shall be delivered on and subject to the applicable terms and conditions set forth in the Certificate of Designations, as well as the securities purchase agreements and registration rights agreements between the Company and such Stockholder, as such agreements have been amended and “made available” (iias such term is used in the Merger Agreement) above to Parent prior to the date of less than this Agreement. It is understood that, notwithstanding any applicable legends or securities law or other restrictions on transferability, all shares of Company Common Stock, into which shares of Company Convertible Preferred Stock (including all in-kind dividends that have accrued thereon through the date of such conversion) have been converted as provided in Exhibit A and this Section 3.1, shall be treated in the Merger as outstanding shares of Series C Preferred Company Common Stock shall be and converted into the right to receive the merger consideration on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation and subject to the terms of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyMerger Agreement.

Conversion. The holders of the Series C Preferred Stock shall have conversion rights as follows: A. Each share (i) A holder of Series C A Preferred Stock shall be convertible at the direction of, and by notice permitted to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding convert shares of Series C A Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, Stock into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment a “Voluntary Conversion”); provided that upon such conversion the holder, together with all Affiliates of the holder, will not own or control in the aggregate more than 9.99% of the Common Stock (or of any class of Voting Securities issued by the Corporation), excluding for the purpose of this calculation any reduction in ownership resulting from time to time as provided below transfers by such holder and its Affiliates of Voting Securities of the Corporation (as so adjustedwhich, for the avoidance of doubt, does not include Series A Preferred Stock). In any such conversion, each share of Series A Preferred Stock will convert into one share of Common Stock. To effect the Voluntary Conversion, the "conversion ratio"holder shall surrender (the date of such surrender, the “Voluntary Conversion Date”) the certificate or certificates evidencing such shares of Series A Preferred Stock, duly endorsed, at the registered office of the Corporation, and (y) (prior provide written instructions to the consummation Corporation as to the number of whole shares for which such conversion shall be effected, together with any appropriate documentation that may be reasonably required by the Recapitalization) to limitations resulting Corporation and, in the case of uncertificated shares of Series A Preferred Stock, upon receipt of proper written instructions from the available registered holder of such shares of Series A Preferred Stock or by such holder’s attorney duly authorized in writing, and upon compliance with appropriate procedures that may be reasonably required by the Corporation. Upon the surrender of such certificate(s) or uncertificated shares, the Corporation will issue and deliver at such holder a certificate or certificates, or uncertificated shares, for the number of shares of Common Stock into which may be reserved for issuance upon the Series A Preferred Stock has been converted and, in the event that such conversionconversion is with respect to some, providedbut not all, of the holder’s shares of Series A Preferred Stock, a certificate or certificate(s), or uncertificated shares, representing the number of shares of Series A Preferred Stock that any conversion pursuant were not converted to clause Common Stock. (ii) above Shares of less than all Series A Preferred Stock converted in accordance with this Section 5 will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. (iii) Prior to the outstanding close of business on the Voluntary Conversion Date with respect to any share of Series A Preferred Stock, shares of Common Stock issuable upon conversion thereof, or other securities issuable upon conversion of such shares of Series C A Preferred Stock, shall not be deemed outstanding for any purpose, and the holder thereof shall have no rights with respect to the Common Stock (including voting rights) by virtue of holding such share of Series A Preferred Stock. (iv) All shares of Common Stock delivered upon conversion of the Series A Preferred Stock shall be on a pro rata basis amongst duly authorized, validly issued, fully paid and non-assessable, free and clear of all holders of Series C Preferred Stock. After consummation of the Recapitalizationliens, the number "1,000" in this paragraph shall be "1"claims, subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A abovesecurity interests, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, charges and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyencumbrances.

Conversion. The holders Holders shall have the right at any time prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the date of repayment of such Trust Securities, whether at maturity or upon redemption (either at the option of the Series C Preferred Depositor or pursuant to a Tax Event), at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the converting Holders, into shares of the Common Stock shall have conversion rights as followsin the manner described herein on and subject to the following terms and conditions: A. Each share of Series C Preferred Stock (a) The Trust Securities shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, Conversion Agent into one thousand (1,000) fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures theretofore held by the Trust on the basis of one Trust Security per $50 principal amount of Debentures, and immediately convert such amount of Debentures (or any portion thereof that is an integral multiple of $50) into fully paid and nonassessable shares of Common Stock at an initial conversion premium of 17.5% above the average closing price of the Common Stock during the ten (10) Trading Days after the Depositor's first earnings announcement after the Split-off, subject (x) to adjustment from time to time as provided below certain adjustments set forth in the terms of the Debentures and the Indenture (as so adjusted, "Conversion Price"). Notwithstanding the foregoing, no holder of Preferred Securities that is subject to the restrictions of Section 4 of the Bank Holding Company Act of 1956, as amended (the "conversion ratioBHCA") (a "BHCA Person"), shall have the right to convert any Preferred Securities if, after giving effect to such conversion, the BHCA Person, its affiliates and (y) (prior transferees would own or be deemed to own shares of Common Stock in excess of either the consummation of the Recapitalization) to limitations resulting from the available maximum number of shares of Common Stock which the BHCA Person is permitted to own under the BHCA and the regulations of the Board of Governors of the Federal Reserve thereunder or such lower number as the relevant BHCA Person may be reserved for issuance upon have requested in writing to the Conversion Agent. No BHCA Person shall have the right to assign or transfer its Preferred Securities (other than to an Affiliate) unless such conversionPreferred Securities are assigned or transferred (i) to the public in an offering registered under the Securities Act, provided, that any conversion pursuant to clause (ii) above of less in a transaction pursuant to Rule 144 or 144A under the Securities Act in which no person acquires Preferred Securities convertible into more than all 2% of the outstanding shares of Series C Preferred Stock shall be on Common Stock, (iii) in a pro rata basis amongst all holders of Series C Preferred Stock. After consummation single transaction to a third party who acquires a majority of the RecapitalizationCommon Stock without regard to the conversion of any Preferred Securities so transferred or (iv) in any other manner permitted under the BHCA. The Conversion Agent may rely on the representation of the relevant BHCA Person that a transfer has been made in the foregoing manner. (b) In order to convert Trust Securities into Common Stock, the number Holder shall submit to the Conversion Agent an irrevocable request to convert Trust Securities on behalf of such Holder (the "1,000" in this paragraph shall be Conversion Request"1"), subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender together with such Optional Trust Security Certificates. The Conversion Notice Request shall: (i) set forth the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office number of the Corporation or of any transfer agent for such Series, Trust Securities to be converted and shall state therein the name or names names, if other than the Holder, in which the certificate or certificates for shares of Common Stock are to should be issued. If ; and (ii) direct the holders of Conversion Agent (A) to exchange such Trust Securities for a majority portion of the outstanding shares Debentures held by the Trust (at the rate of Series C Preferred exchange specified in Section 4.3(a)) and (B) to immediately convert such Debentures on behalf of such Holder into Common Stock give notice of conversion under paragraph A above, (at the Corporation Conversion Price specified in Section 4.3(a)). The Conversion Agent shall notify all other record holders the Trust of Series C Preferred Stock (the Holder's election to exchange Trust Securities for a "Mandatory Conversion Notice"). Following portion of the Debentures held by the Trust and the Property Trustee on behalf of the Trust shall, upon receipt of a Mandatory such notice, deliver to the Conversion Notice, Agent the holders appropriate principal amount of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyDebentures for exchange in accordance with this Section 4.

Conversion. (a) Upon and subject to the terms and conditions hereinafter set forth the holder of the Series A Preferred Share shall have the right to convert the Series A Preferred Share into one fully-paid and non-assessable Common Share on the basis of one Common Share as presently constituted for the Series A Preferred Share so converted; (b) The conversion privilege herein provided for may be exercised by notice in writing given to the Secretary of the Corporation at its registered office, signed by such holder or his agent; (c) Upon the conversion of the Series A Preferred Share, there shall be no payment or adjustment by the Corporation or by the holder of the Series A Preferred Share on account of any dividends either on the Series A Preferred Share so converted or on the Common Share resulting from such conversion; (d) On the conversion of the Series A Preferred Share the share certificate for the Common Share resulting therefrom shall be issued in the name of the registered holder of the Series A Preferred Share so converted or in such name or names as such registered holder may direct in writing (either in the notice referred to in subparagraph (b) or otherwise), provided that such registered holder shall pay any governmental or other tax imposed in respect of such conversion; (e) Subject as hereinafter provided in this subparagraph the right of a holder of the Series A Preferred Share to convert the same into a Common Share shall be deemed to have been exercised, and the registered holder of the Series A Preferred Share to be converted (or any person or persons in whose name or names any such registered holder of Series A Preferred Share shall have directed the certificate representing the Common Share to be issued as provided in subparagraph (d)) shall be deemed to have become the holder of record of Common Shares, for all purposes on the date of actual receipt by the Corporation of the notice in writing, notwithstanding any delay in the delivery of the certificate representing the Common Share into which such Series A Preferred Share has been converted; provided, however, that should notice be given during a period when the registers of transfers of Common Shares are properly closed, the registered holder of such share (or such other person or persons as aforesaid) shall be deemed to become holders of record of Common Shares immediately upon the re-opening of such registers of transfers. In the event of the Common Shares or the Series A Preferred Shares being, at any time while any Series A Preferred Shares are outstanding, consolidated, subdivided, reclassified or otherwise changed into a lesser or greater number of shares of the same class or a lesser or greater or the same number of shares of a different class or different classes of shares of the Corporation, appropriate adjustments shall contemporaneously be made to the rights (including, without limitation, the conversion right attached to the Series A Preferred Shares) privileges, restrictions and conditions attaching to the Common Shares and the Series A Preferred Shares, respectively, so as to preserve in all respects the benefits conferred on the holders of the Series C A Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction of, and Shares by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stockthese provisions. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyCOMMON SHARES

Conversion. The holders (a) Subject to and upon compliance with the provisions of this Certificate of Designation, at the option of the Series C Preferred Stock shall have conversion rights as follows: A. Each holder thereof, any share of Series C A Preferred Stock shall may be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, converted at any time, at the office time into a number of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (xcalculated as to each conversion to the nearest 1/100 of a share) equal to adjustment (i) the then effective Liquidation Preference thereof plus accrued and unpaid dividends to the date of conversion divided by (ii) the Conversion Price in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day next preceding the Mandatory Redemption Date. In case a share of Series A Preferred Stock is called for redemption, such conversion right in respect of the share so called shall expire at the close of business on the Business Day next preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. The Conversion Price shall initially be $28.00 per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in Section 12(d) and Section 12(e). (b) In order to exercise the conversion privilege, the holder of any share of Series A Preferred Stock to be converted shall surrender the certificate for such share, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose, accompanied by written notice to the Company at such office or agency that the holder elects to convert such share or, if fewer than all the shares of Series A Preferred Stock represented by a single share certificate are to be converted, the number of shares represented thereby to be converted. Shares of Series A Preferred Stock shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such shares for conversion in accordance with the foregoing provisions, and at such time the rights of the holders of such shares as holders shall cease, and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion. In the case of any conversion of fewer than all the shares of Series A Preferred Stock evidenced by a certificate, upon such conversion the Company shall execute and the Registrar shall countersign and deliver to the holder thereof, at the expense of the Company, a new certificate or certificates representing the number of unconverted shares of Series A Preferred Stock. (c) No fractional shares of Common Stock shall be issued upon the conversion of a share of Series A Preferred Stock. If more than one share of Series A Preferred Stock shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any share of Series A Preferred Stock, the Company shall round down to the nearest whole share if such fraction is an amount less than 0.5 and round up to the nearest whole share if such fraction is an amount equal to or greater than 0.5 and shall issue the appropriate number of full shares of Common Stock which shall be issuable upon conversion in accordance with the foregoing. (d) The Conversion Price shall be adjusted from time to time by the Company as provided below follows: (i) If the Company shall hereafter pay a dividend or make a distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the Conversion Price in effect at the opening of business on the date following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the Common Stock Record Date (as defined in Section 12(d)(vi)) fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the Common Stock Record Date. If any dividend or distribution of the type described in this Section 12(d)(i) is declared but not so adjustedpaid or made, the "Conversion Price shall again be adjusted to the Conversion Price which would then be in effect if such dividend or distribution had not been declared. (a) In case the Company shall issue or sell any Common Stock, or securities convertible into or exercisable or exchangeable for shares of Common Stock (other than pursuant to employee stock options or pursuant to other rights and warrants outstanding on the date hereof), for a consideration per share (or, in the case of convertible or exchangeable securities having a conversion ratio"or exchange price per share of Common Stock) less than the Current Market Price of the Common Stock on the date of such issuance the Conversion Price in effect immediately prior to such issuance or sale shall be reduced effective as of immediately following such issuance or sale by multiplying such Conversion Price by a fraction, (1) the numerator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of aggregate consideration receivable by the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates Company for the Series C Preferred Stock being converted, at the office total number of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for additional shares of Common Stock are so issued or sold (or issuable on conversion, exercise or exchange) would purchase at the Current Market Price in effect immediately prior to such issuance or sale and (2) the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance or sale and the number of additional shares of Common Stock to be issued. If issued or sold (or, in the holders case of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A aboveconvertible or exchangeable securities, the Corporation shall notify all other record holders of Series C Preferred Stock issuable on conversion, exercise or exchange); (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor duly

Conversion. (a) The holders Holders shall, at all times on and after the first Business Day that is three months after the Issue Date, have the right to convert their shares of the Series C Preferred Stock, in whole or in part, into that number of whole shares of Common Stock for each share of Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock shall be convertible at the direction ofequal, and by notice subject to Section 6(j), to the Corporation from, quotient of (i) the holder thereof or Liquidation Preference divided by (ii) the holders of a majority of per share Conversion Price then in effect, with such adjustment or cash payment for fractional shares as the outstanding Company may elect pursuant to Section 9 (such quotient, the “Conversion Rate”). To convert shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, Stock into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject pursuant to this Section 6(a), such Holder shall give written notice (xthe “Optional Conversion Notice” and the date of such notice, the “Optional Conversion Notice Date”) to adjustment from time the Company stating that such Holder elects to time as provided below so convert shares of Preferred Stock and shall state therein: (as so adjustedA) the number of shares of Preferred Stock to be converted, (B) the "conversion ratio"name or names in which such Holder wishes the shares of Common Stock to be issued, (C) and (y) (prior to the consummation Holder’s computation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which to be received by such Holder and (D) the Conversion Price on the Optional Conversion Notice Date. If a Holder validly delivers an Optional Conversion Notice in accordance with this Section 6(a), the Company shall issue the shares of Common Stock as soon as reasonably practicable, but not later than ten Business Days thereafter (the date of issuance of such shares, the “Optional Conversion Date”). Notwithstanding anything to the contrary, prior to the Requisite Approval Notice Date, no Preferred Stock may be reserved converted into Common Stock. (b) On or after the first Business Day that is three years after the Issue Date, if the Holders have not elected to convert all of their shares of Preferred Stock pursuant to Section 6(a), the Company shall have the right to provide each of the Holders with a written notice (the “Company Optional Conversion Notice”) giving the Holder the option to choose, in such Holder’s sole discretion, by delivering a writing to the Company within 30 days of receipt of the Company Optional Conversion Notice, to have all (but not less than all) of such Holder’s outstanding shares of Preferred Stock either (i) converted, in whole and not in part, into that number of whole shares of Common Stock for issuance upon each share of Preferred Stock equal, subject to Section 6(j), to the quotient of (x) the Liquidation Preference divided by (y) the per share Conversion Price then in effect, with such conversionadjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9 or (ii) redeemed, in whole and not in part, in cash for an amount equal to the Company Redemption Preference; provided, that if the Company does not have sufficient liquidity or is otherwise unable to pay the applicable Company Redemption Preference (including if such redemption would at the time not be compliant with the provisions of the CHRA Credit Agreement and any conversion other agreements governing the Company’s future or existing outstanding Indebtedness) to each Holder electing to have its Preferred Stock redeemed in cash, then all such Holders will continue to hold their Preferred Stock and shall not, for the avoidance of doubt, be required to convert their Preferred Stock into Common Stock. Notwithstanding the foregoing, the Company may not issue a Company Optional Conversion Notice unless (A) the Average VWAP per share of the Common Stock during a 20 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Company Optional Conversion Notice Date is greater than 120% of the per share Conversion Price then in effect, (B) the Common Stock is then listed on a National Securities Exchange, (C) a registration statement for the re-sale of the Common Stock is then effective and (D) the Company is not then in possession of material non-public information (as determined by Regulation FD promulgated under the Exchange Act). (c) To issue a Company Optional Conversion Notice pursuant to clause Section 6(b), each such written notice shall state therein (A) the number of shares of Preferred Stock to be converted or redeemed at the Holder’s option, (B) the per share Conversion Price and the Company Redemption Preference as of the date of such notice (the “Company Optional Conversion Notice Date”), (C) the Company’s computation of the number of shares of Common Stock to be received by the Holder in the event such Holder elects to convert its Preferred Stock and (D) that the conditions set forth in Section 6(b) have been met as of the Company Optional Conversion Date (inclusive of reasonable supporting documentation in connection therewith). If the Company validly delivers a Company Optional Conversion Notice in accordance with this Section 6(c), then (x) if a Holder elects to convert its Preferred Stock pursuant to the Company Optional Conversion Notice, then the Company shall issue the shares of Common Stock as soon as reasonably practicable, but not later than ten Business Days after the Holder delivers its election (the date of issuance of such shares, the “Company Optional Conversion Date”) and (y) if a Holder elects for a redemption of its Preferred Stock in cash, then the Company and the Holder shall proceed with the redemption of such Preferred Stock in accordance with the provisions of Sections 7(b) and 7(c). (d) Upon conversion, each Holder shall surrender to the Company the certificates representing any shares held in certificated form to be converted during usual business hours at its principal place of business or the offices of its duly appointed Transfer Agent maintained by it, accompanied by (i) (if so required by the Company or its duly appointed Transfer Agent) a written instrument or instruments of transfer in form reasonably satisfactory to the Company or its duly appointed Transfer Agent duly executed by the Holder or its duly authorized legal representative and (ii) above transfer tax stamps or funds therefor, if required pursuant to Section 6(i). (e) Immediately prior to the close of business on the Optional Conversion Date or the Company Optional Conversion Date, as applicable, with respect to a conversion, a Holder shall be deemed to be the holder of record of Common Stock issuable upon conversion of such Holder’s shares of Preferred Stock notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Holder. Except to the extent that a Holder is not able to convert its shares of Preferred Stock into Common Stock as a result of Section 6(j), on the Optional Conversion Date or the Company Optional Conversion Date, as applicable, dividends shall cease to accrue on the shares Preferred Stock so converted and all other rights with respect to the shares of Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except that only the rights of Holders thereof to receive the number of whole shares of Common Stock into which such shares of Preferred Stock have been converted (with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9). As promptly as practical after the conversion of any shares of Preferred Stock into Common Stock, the Company shall deliver to the applicable Holder an Ownership Notice identifying the number of full shares of Common Stock to which such Holder is entitled, and a cash payment in respect of fractional shares in accordance with Section 9. (f) The Conversion Price shall be subject to the following adjustments: (i) If the Company pays a dividend (or other distribution) in shares of Common Stock to holders of the Common Stock, in their capacity as holders of Common Stock, then the Conversion Price in effect immediately following the record date for such dividend (or distribution) shall be divided by the following fraction: OS1 OS0 where OS0 = the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution; and OS1 = the sum of (A) the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution and (B) the total number of shares of Common Stock constituting such dividend. (ii) If the Company issues to holders of shares of the Common Stock, in their capacity as holders of Common Stock, rights, options or warrants entitling them to subscribe for or purchase shares of Common Stock at less than all the Market Value determined on the Ex-Date for such issuance, then the Conversion Price in effect immediately following the close of business on the Ex-Date for such issuance shall be divided by the following fraction: OS0 + X OS0 + Y where OS0 = the number of shares of Common Stock outstanding at the close of business on the record date for such issuance; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the Market Value determined as of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent Ex-Date for such Seriesissuance. To the extent that such rights, and shall state therein the name options or names in which the certificate warrants are not exercised prior to their expiration or certificates for shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Price shall be readjusted to such Conversion Price that would have then been in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Price shall not be adjusted until such triggering events occur. In determining the aggregate offering price payable for such shares of Common Stock, the conversion agent shall take into account any consideration received for such rights, options or warrants and the value of such consideration (if other than cash, to be issued. determined by the Board of Directors). (iii) If the Company subdivides, combines or reclassifies the shares of Common Stock into a greater or lesser number of shares of Common Stock, then the Conversion Price in effect immediately following the effective date of such share subdivision, combination or reclassification shall be divided by the following fraction: OS1 OS0 where OS0 = the number of shares of Common Stock outstanding immediately prior to the effective date of such share subdivision, combination or reclassification; and OS1 = the number of shares of Common Stock outstanding immediately after the opening of business on the effective date of such share subdivision, combination or reclassification. (iv) If the Company distributes to all holders of shares of Common Stock evidences of Indebtedness, shares of Capital Stock (other than Common Stock), cash or other assets (including securities, but excluding any dividend or distribution referred to in clause (i), any rights or warrants referred to in clause (ii) above, any consideration payable in connection with a majority tender or exchange offer made by the Company or any of its subsidiaries and any dividend of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of certain spin-off transactions as described below), then the Conversion Price in effect immediately following the close of business on the record date for such distribution shall be divided by the following fraction: SP▇ ▇▇▇ - FMV where SP0 = the Closing Sale Price per share of Common Stock on the Trading Day immediately preceding the Ex-Date; and FMV = the fair market value of the outstanding portion of the distribution applicable to one share of Common Stock on the Trading Day immediately preceding the Ex-Date as determined by the Board of Directors. In a spin-off, where the Company makes a distribution to all holders of shares of Series C Preferred Common Stock give notice consisting of conversion under paragraph A aboveCapital Stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit the Conversion Price shall be adjusted on the fourteenth Trading Day after the effective date of the distribution by dividing the Conversion Price in effect immediately prior to such fourteenth Trading Day by the following fraction: MP0 + MPS MP0 MP0 = the average of the Closing Sale Price of the Common Stock over each of the first ten Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution; and MPS = the average of the closing sale price of the Capital Stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over each of the first ten Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution, or, as reported in the principal securities exchange or quotation system or market on which such shares are traded, or if not traded on a national or regional securities exchange or over-the-counter market, the Corporation fair market value of the Capital Stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as determined by the Board of Directors. In the event that such distribution described in this clause (iv) is not so made, the Conversion Price shall notify all be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend or distribution, to the Conversion Price that would then be in effect if such dividend distribution had not been declared. (v) In the case the Company effects a Pro Rata Repurchase of Common Stock, then the Conversion Price shall be adjusted to the price determined by multiplying the Conversion Price in effect immediately prior to the effective date of such Pro Rata Repurchase by a fraction of which the numerator shall be (i) the product of (x) the number of shares of Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the Market Value of a share of Common Stock on the Trading Day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase, minus (ii) the aggregate purchase price of the Pro Rata Repurchase, and of which the denominator shall be the product of (1) the number of shares of Common Stock outstanding immediately prior to such Pro Rata Repurchase minus the number of shares of Common Stock so repurchased and (2) the Market Value per share of Common Stock on the Trading Day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase. (vi) Notwithstanding any other record provisions of this Section 6(f), rights or warrants distributed by the Company to holders of Series C Preferred Common Stock, in their capacity as holders of Common Stock, entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a "Mandatory specified event or events (“Trigger Event”): (A) are deemed to be transferred with such shares of Common Stock; (B) are not exercisable; and (C) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 6(f) (and no adjustment to the Conversion Notice"Price under this Section 6(f) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made under Section 6(f)(ii). Following receipt In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event with respect thereto that was counted for purposes of calculating a Mandatory distribution amount for which an adjustment to a Conversion NoticePrice under this Section 6(f) was made, (1) in the holders case of Series C Preferred Stock any such rights or warrants that shall surrender the certificate all have been redeemed or certificates therefor dulyrepurchased wit

Conversion. The holders of On conversion, the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock Conversion Amount shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for converted into such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional fully paid new Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being convertedShares as, at the office Conversion Price, have an aggregate value equal to the Conversion Amount (as nearly as practicable, ignoring fractions and rounding down to the nearest whole number of Conversion Shares). The Company shall issue the appropriate number of new Conversion Shares to Wellcome and, as soon as practical (and in any event no later than twenty (20) Business Days following receipt of notice from Wellcome), shall enter Wellcome as a member in its register of members and send a share certificate to Wellcome at the address set out in Clause 21. The Company undertakes to obtain all necessary shareholders consents and approvals as may be required to issue the Conversion Shares to Wellcome as soon as reasonably practicable. Wellcome’s rights on conversion. On conversion of the Corporation Loan into Conversion Shares: Wellcome shall for as long as it holds at least five percent (5%) of the total issued share capital of the Company from time to time, be entitled to appoint a director to the Board or, if at any time it decides not to exercise such a right, to appoint an Observer to the Board. The Observer shall be entitled to receive notice of meetings, copies of the minutes of meetings and copies of all other papers circulated to the Board and any sub-committees as if he were a director; Wellcome shall be a party to a shareholders agreement which will be entered into by the major participants in the Company and which will include a standard list of matters which will require the prior approval of the participating investors before being undertaken by the Company and also a comprehensive list of financial and other information which must be provided by the Company to the participating investors; the shareholder agreements or Articles of any transfer agent for such SeriesAssociation of the Company will include standard tag along and co-sale rights as agreed upon by the investors in the Company; and Wellcome will be entitled to standard inspection and visitation rights on the same terms as the other investors in the Conversion Shares. Written demands. Written demands from Wellcome requiring repayment or conversion of the Loan (or both) shall state: For repayment: the Repayment Amount, the Repayment Date and shall state therein the name or names in details of the Wellcome bank account into which the certificate or certificates for shares Repayment Amount should be paid; and For conversion: the amount of Common Stock are the Loan to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory converted into Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulyShares.

Conversion. (A) Subject to Section 4(C) and Section 4(D), at any time on or after the 46th day following the first issuance of shares of Series C Preferred Stock, a holder of Series C Preferred Stock may, by delivering to the Corporation written notice ("Conversion Notice"), convert one or more shares of Series C Preferred Stock into the number of shares of the Corporation's common stock (the "Common Stock") equal to (i) $250.00 divided by (ii) the Conversion Price (as defined in Section 4(E)). The holders Conversion Notice shall specify the number of shares of Series C Preferred Stock to be converted, the applicable Conversion Price, the number of shares of Common Stock issuable on conversion (which shall not be less than 50,000 shares of Common Stock, except if all shares of Series C Preferred Stock then outstanding are being converted to Common Stock). From and after the date on which the Corporation received a Conversion Notice from a holder of a share of Series C Preferred Stock (or if such date is not a business day in the State of California, the next succeeding business day) (the "Conversion Date"), such share shall cease to be outstanding and the converting holder shall be deemed the owner of the number of shares of Common Stock into which such share of Series C Preferred Stock was converted. The Corporation shall deliver to such holder a stock certificate evidencing such shares of Common Stock within three business days following the Conversion Date (the "Issue Date"). On the Issue Date, the Issuer shall issue and cause to be delivered (against delivery of the certificate representing the Series C Preferred Stock (the "Preferred Certificate")) to the registered holder thereof at such address as such holder shall specify in the Conversion Notice a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion, registered in such holder's name, together with cash (if any) as provided in Section 6. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of such Conversion Date. If on such Issue Date the number of shares of Series C Preferred Stock to be delivered shall be less than the total number of shares represented by the Preferred Certificate, there shall be issued to the holder thereof or his assignee on such Issue Date a new Preferred Certificate evidencing the remaining Series C Preferred Stock. (B) Subject to Section 4(C) and Section 4(D), on December 31, 2002, (or if such date is not a business day in the State of California, the next succeeding business day) (the "Automatic Conversion Date"), any shares of Series C Preferred Stock then outstanding shall automatically convert into Common Stock in accordance with the terms hereof but without the delivery of a Conversion Notice. From and after the Automatic Conversion Date, such shares of Series C Preferred Stock shall cease to be outstanding and the converting holder shall be deemed the owner of the number of shares of Common Stock into which such shares of Series C Preferred Stock were converted. The Corporation shall deliver to such holder a stock certificate evidencing such shares of Common Stock within three business days following the Automatic Conversion Date. For the purpose of determining the applicable Conversion Price under Section 4(E), the Automatic Conversion Date shall be deemed the Conversion Date. (C) If, either at the time that the Corporation received a Conversion Notice or on December 31, 2002, the aggregate number of shares of Common Stock issuable pursuant to such Conversion Notice and all other Conversion Notices received at that time (the "Subject Conversion Notices"), when added to the aggregate number of shares of Common Stock (a) previously issued pursuant to the conversion rights of shares of Series C Preferred Stock and the exercise of that certain Warrant to purchase Common Stock (the "Warrant") issued by the Corporation to ▇▇▇▇▇▇▇▇ International Limited on the date of the first issuance of shares of Series C Preferred Stock and (b) issuable upon conversion of all remaining outstanding shares of Series C Preferred Stock (determining such number as follows:if such Series C Preferred Stock were converted as of the Conversion Date relating to such Conversion Notice) and (c) issuable upon exercise of the Warrant (determined based upon the Exercise Price then in effect under the Warrant) would exceed the number of shares equal to 19.9% of the total number of shares of Common Stock outstanding (adjusted to reflect any split, subdivision, combination, or consolidation of the Common Stock, whether by reclassification, distribution of a dividend with respect to the outstanding Common Stock payable in shares of Common Stock, or otherwise, or any recapitalization of the Common Stock) on the date of the first issuance of shares of Series C Preferred Stock (the "19.9% Limit") and such circumstance would require the approval of the holders of the Common Stock pursuant to the listing requirements or rules of the Nasdaq National Market (or such stock exchange or other interdealer quotation system on which the Common Stock is then listed or quoted), then the number of shares of Series C Preferred Stock identified in the Subject Conversion Notices that, if converted into shares of Common Stock, would equal or exceed the 19.9% Limit (the "Excess Preferred Shares"), shall not be converted unless and until the stockholder approval referred to in Section 5 (the "Required Consent") is obtained or is no longer required. The Excess Preferred Shares will be allocated among the holders delivering Subject Conversion Notices on a pro rata basis based on the relative number of shares of Series C Preferred Stock identified in each such Subject Conversion Notice. Any Excess Preferred Shares shall not be converted into shares of Common Stock until the later of the date on which the Required Consent is obtained and the Corporation received a subsequent Conversion Notice with respect thereto. A. Each share (D) Shares of Series C Preferred Stock shall be convertible at only into the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders Maximum Number of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject Stock. The "Maximum Number" is equal to the sum of 1,400,000 plus the Convertible Number. The "Convertible Number" is initially zero and thereafter may be increased upon expiration of a 65 day period (xthe "Notice Period") after the holder delivers a notice (a"65 Day Notice") to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available Issuer designating an aggregate number of shares of Common Stock in excess of 1,400,000 which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulywill become convertible.

Conversion. The holders Holders of the shares of Series C Preferred Stock shall have conversion rights the right to convert all or a portion of such shares into shares of Common Stock as follows: A. Each share (a) Subject to and upon compliance with the provisions of this Section (7), a holder of shares of Series C Preferred Stock shall be convertible have the right, at the direction ofhis, and by notice to the Corporation from, (i) the holder thereof her or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stockits option, at any time, at time after the office eighteen month anniversary of the Corporation Issue Date, to convert such shares, in whole or any transfer agent for such Seriesin part, into one thousand (1,000) the number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) obtained by dividing the aggregate liquidation preference of such shares by the Conversion Price and by surrender of such shares so to be converted by the holder thereof, such surrender to be made in the manner provided in paragraph (b) of this Section (7); provided, however, that the right to convert shares called for redemption pursuant to Section (5) shall terminate at the close of business on the date fixed for such redemption, unless the Corporation shall default in making prompt payment of the amount payable upon such redemption. Any share of Series C Preferred Stock may be converted, at the request of its holder, in part into Common Stock. If a part of a share of Series C Preferred Stock is converted, then the Corporation will convert such share into the requested shares of Common Stock (subject to paragraph (xc) of this Section (7)) and issue a fractional share of Series C Preferred Stock evidencing the remaining interest of such holder. (b) In order to adjustment from time to time as provided below (as so adjustedexercise the conversion right, the "holder of each share of Series C Preferred Stock to be converted shall surrender the certificate representing such share, duly endorsed or assigned to the Corporation or in blank, at the office of the Transfer Agent or, if no Transfer Agent has been appointed by the Corporation, at the principal office of the Corporation, accompanied by written notice to the Corporation that the holder thereof elects to convert its shares of Series C Preferred Stock or a specified portion thereof. Unless the shares issuable on conversion ratio"are to be issued in the same name as the name in which such share of Series C Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder or such holder's duly authorized attorney and an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Corporation demonstrating that such taxes have been paid). Holders of shares of Series C Preferred Stock at the close of business on a dividend payment record date shall be entitled to receive the dividend payable on such shares (except that holders of shares called for redemption on a redemption date between such record date and the dividend payment date shall not be entitled to receive such dividend on such dividend payment date) on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and (y) (prior to such dividend payment date. As promptly as practicable after the consummation surrender of certificates for shares of Series C Preferred Stock as aforesaid, the RecapitalizationCorporation shall issue and shall deliver at such office to such holder, or on his, her or its written order, (i) to limitations resulting from a certificate or certificates for the available number of full shares of Common Stock issuable upon the conversion of such shares in accordance with the provisions of this Section (7), (ii) if less than the full number of shares of Series C Preferred Stock evidenced by the surrendered certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificates less the number of shares being converted, and (iii) any fractional interest in respect of a share of Common Stock which may be reserved for issuance arising upon such conversion, provided, that any conversion pursuant shall be settled as provided in paragraph (c) of this Section (7). Each conversion shall be deemed to clause (ii) above have been effected immediately prior to the close of less than all of business on the outstanding date on which the certificates for shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives have been surrendered and such notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being converted, at the office of received by the Corporation or of any transfer agent for such Seriesas aforesaid, and shall state therein the person or persons in whose name or names in which the any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date and such conversion shall be at the Conversion Price in effect at such time on such date, unless the stock transfer books of the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such shares shall have been surrendered and such notice received by the Corporation. All shares of Common Stock delivered upon conversion of the Series C Preferred Stock shall upon delivery be duly and validly issued and fully paid and nonassessable. (c) No fractional shares or scrip representing fractions of shares of Common Stock shall be issued upon conversion of the Series C Preferred Stock. Instead of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the conversion of a share of Series C Preferred Stock, the Corporation shall pay to be issuedthe holder of such share an amount in cash (computed to the nearest cent) equal to such fraction of a share multiplied by the Current Market Price of one share of Common Stock on the Trading Day immediately preceding the date of conversion. If more than one share shall be surrendered for conversion at one time by the holders same holder, the number of a majority full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the outstanding aggregate number of shares of Series C Preferred Stock give notice of conversion under paragraph A above, so surrendered. (d) The Conversion Price shall be adjusted from time to time as follows: (i) In case the Corporation shall notify all other record holders after the Issue Date (A) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (B) subdivide its outstanding Common Stock into a greater number of shares, (C) combine its outstanding Common Stock into a smaller number of shares or (D) issue any shares of capital stock by reclassification of its Common Stock, the Conversion Price in effect immediately prior thereto shall be adjusted so that the holder of any share of Series C Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock of the Corporation which such holder would have owned or have been entitled to receive after the happening of any of the events described above had such share of Series C Preferred Stock been converted immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this subparagraph (a "Mandatory Conversion Notice"). Following receipt i) shall become effective immediately after the close of business on the record date in the case of a Mandatory dividend or distribution (except as provided in paragraph (h) below) and shall become effective immediately after the close of business on the record date in the case of a subdivision, combination or reclassification. (ii) In case the Corporation shall issue after the Issue Date (a) options, warrants or other rights to all holders of Common Stock as a class entitling them (for a period expiring within 180 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Conversion NoticePrice at the record date for the determination of shareholders entitled to receive such options, warrants or other rights or (b) shares of Common Stock or securities exercisable for (including options, warrants or other rights other than those referred to in clause (a) above and subparagraph (iii) below) or exchangeable or convertible into shares of Common Stock at a price per share (or having an exercise, exchange or conversion price per share) less than the then current Conversion Price (other than securities issued in a transaction in which a pro rata share of such securities have been reserved by the Corporation for distribution to the holders of Series C Preferred Stock upon conversion), then in each such case the Conversion Price in effect immediately prior thereto shall surrender be adjusted to equal the certificate price determined by multiplying (I) the Conversion Price in effect immediately prior to the date of issuance of such options, warrants or certificates therefor dulyother rights or shares of Common Stock (or securities exercisable for or exchangeable or convertible into shares of Common Stock) by (II) a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding on the date of issuance of such options, warrants or other rights or shares of Common Stock (or securities exercisable for or exchangeable or convertible into shares of Common Stock) (without giving effect to any such issuance) and (B), in the case of (a) above, the number of shares which the aggregate proceeds from the exercise of such options, warrants or other rights for Common Stock or, in the case of (b) above, the number of shares which the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock (or securities exercisable for or exchangeable or convertible into shares of Common Stock) so issued would purchase at the Conversion Price in effect immediately prior to the date of issuance, and the denominator of which shall be the sum of (A) the number of shares of Common Stock outstanding on the date of such options, warrants or other rights or shares of Common Stock (or securities exercisable for or exchangeable or convertible into Common Stock) (without giving effect to any such issuance) and (B), in the case of clause (a) above, the number of additional shares of Common Stock offered for subscription or purchase or, in the case of clause (b) above, the number of shares of Common Stock so issued or into which the exercisable, exchangeable or convertible securities may be exercised, exchanged or converted. Such adjustment shall be made successively whenever any such options, warrants or other rights or shares of Common Stock (or securities exercisable for or exchangeable or convertible into Common Stock) are issued, and shall become effective immediately after such record date or, in the case of the issuance of Common Stock, after the date of issuance thereof (or in the case of securities exercisable for or exchangeable or convertible into shares of Common Stock, the date on which holders may first exercise, exchange or convert the same in accordance with the respective terms thereof). In determining whether any options, warrants or other rights entitle the holders of Common Stock to subscribe for or purchase shares of Common Stock at less than the Conversion Price in effect immediately prior to the date of such issuance, and in determining the aggregate offering price of shares of Common Stock (or securities exercisable for or exchangeable or convertible into shares of Common Stock), there shall be taken into account any net consideration received or receivable by the Corporation upon issuance and upon exercise of such options, warrants or other rights or upon issuance of shares of Common Stock (or securities exercisable for or exchangeable or convertible into shares of Common Stock), the value of such consideration, if other than cash, to be determined by the Board of Directors in good faith or, if higher, the aggregate exercise, exchange or conversion price set forth in such exercisable, exchangeable or convertible securities. The aggregate consideration received by the Corporation in connection with the issuance of shares of Common Stock or of options, warrants or other rights or securities exercisable for or exchangeable or convertible into shares of Common Stock shall be deemed to be equal to the sum of the aggregate net offering price of all such securities plus the minimum aggregate amount, if any, payable upon the exercise of such options, warrants or other rights and conversion of any such exercisable, exchangeable or convertible securities into shares of Common Stock. (iii) In case the Corporation shall distribute to all holders of its Common Stock as a class any shares of capital stock of the Corporation (other than Common Stock) or evidences of its indebtedness or assets (other than a regular cash dividend that the Board of Directors determines, in good faith, can be maintained by the Corporation for at least four consecutive periods covering not less than one year and that the Board of Directors intends to maintain for at least four consecutive periods covering not less than one year, out of profits or surplus) or options, warrants or other rights to subscribe for or purchase any of its securities (excluding those referred to in subparagraph (ii)(a) above) (any of the foregoing being hereinafter in this subparagraph (iii) called the "Securities"), then in each such case, unless the Corporation elects to reserve shares or other units of such Securities for distribution to the holders of the Series C Preferred Stock upon the conversion of the shares of Series C Preferred Stock so that any such holder converting shares of Series C Preferred Stock will receive upon such conversion, in addition to the shares of the Common Stock to which such holder is entitled, the amount and kind of such Securities which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities, converted his or her shares of Series C Preferred Stock into Common Stock (such election to be based upon a determination by the Board of Directors that such reservation will not materially adversely affect the interests of any holder of Series C Preferred Stock in any such reserved Securities), the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying (I) the Conversion Price in effect immediately prior to the date of such distribution by (II) a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the record date mentioned below less the fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, be conclusive) of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and the denominator of which shall be the Current Market Price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in paragraph (h) below, after the record date for the determination of stockholders entitled to receive such distribution. (iv) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this subparagraph (iv) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and provided further that any adjustment shall be required and made in accordance with the provisions of this Section (7) (other than this subparagraph (iv)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of shares of Common Stock. All calculations under this Section (7) shall be made to the nearest cent (with $.005 being rounded upward) or to the nearest 1/100 of a share (with .005 of a share being rounded upward), as the case may be. Anything in this paragraph (d) to the contrary notwithstanding, the Corporation shall be entitled, to the extent permitted by law, to make such reductions in the Conversion Price, in addition to those required by this paragraph (d), as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, distribution of rights or warrants to purchase stock or securities, or a distribution of other assets (other than cash divide

Conversion. The holders a. All or any portion of the Series C Preferred Stock shall have conversion rights as follows: A. Each share of Series C Preferred Stock unpaid principal balance shall be convertible into shares of common stock of the Maker, $.001 par value per Share (the "Common Stock") at any time upon the direction ofelection of the Holder and, and by notice to if not yet fully converted, shall, provided the Corporation fromprovisions of Article XI of the Operating Agreement do not apply, automatically be converted, at such time as (i) the holder thereof Holder has acquired or received all necessary and appropriate regulatory, licensing and other approvals (to permit the Holder to convert the Note and hold the resulting Conversion Shares) from the Colorado Division of Gaming (the "Division"), the Colorado Limited Gaming Control Commission (the "Commission") and the state and local liquor licensing authorities and (ii) the holders Commission approves the issuance to the LLC of a majority retail gaming license for the proposed casino of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available LLC. The number of shares of Common Stock into which this Note may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause converted (ii"Conversion Shares") above of less than all shall be determined by dividing the amount of the outstanding shares then unpaid principal balance of Series C Preferred this Note specified in the notice described in Section 8.c. below for conversion by $5.25 (the "Conversion Price"). b. Any Conversion Shares shall have the registration rights set forth in the Registration Agreement among the Maker, the Holder and certain shareholders of the Maker dated of even date herewith. c. Before the Holder shall be entitled to convert this Note into Conversion Shares in the event of an optional conversion by the Holder, it shall give written notice by mail, postage prepaid, to the Maker at its principal corporate office, of the election to convert the same. Such notice shall state therein the date on which such conversion will occur. The Maker at its own expense shall, as soon as practicable thereafter or as soon as practicable after the issuance of the d. No fractional share of Common Stock shall be on a pro rata basis amongst all holders issued upon conversion of Series C Preferred Stockthis Note. After consummation In lieu of the RecapitalizationMaker issuing any fractional share to the Holder upon the conversion of this Note, the number "1,000" Maker shall pay, in this paragraph shall be "1"cash, subject to adjustment the Holder the amount of outstanding principal that is applicable to such fractional share. e. At its expense, the Maker shall, as provided in paragraph VIII.G. B. If soon as practicable thereafter, issue and deliver to such Holder at such principal office a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series C Preferred Stock being convertednumber of Conversion Shares to which the Holder shall be entitled upon such conversion (bearing such legends as are required by applicable state and federal securities and other laws in the opinion of counsel to the Maker), at together with any other securities and property to which the office Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described above and for all amounts of interest accrued as of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series C Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series C Preferred Stock shall surrender the certificate or certificates therefor dulydate of