Common use of Conversion Clause in Contracts

Conversion. The Lender shall have the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the rightright convert (the “Optional Conversion”) their outstanding Notes, in its sole discretionat any time and from time to time, on any Business Day, prior to convert the outstanding principal and any accrued interestearliest of (1) if applicable, fees with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or expenses due under this Agreement or under any Revolving Note (2) the close of business on the Business Day immediately preceding the Maturity Date, into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses at a conversion rate (the “Conversion AmountRate”), at the election ) of 81.2 shares per $1,000 principal amount of the Lender, by delivering to the Borrower a Notice Notes (plus cash in lieu of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as such stock exists on determined in accordance with Section 13(d) of the Closing Date, or any Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of capital stock Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I convert (the “Notice of Mandatory Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the portion “Mandatory Conversion Event”). Upon the occurrence of principalthe Mandatory Conversion Event, interestthe Company shall deliver notice to the Holders of the Notes, fees the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or expenses the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the foregoing. The number event that any Holder notified the Company (1) in the case of Shares an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option an “affiliate” of the LenderCompany for purposes of the Securities Act and/or the Exchange upon such conversion, following then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (bf) Subject to adjustment as provided hereinAt the request of any Holder, the conversion price (Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) affiliate” of the lowest daily volume weighted average price Company for purposes of the Company’s Common Stock during Securities Act and/or the five (5Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) trading days immediately prior or Mandatory Conversion pursuant to the Conversion Date as indicated in the Notice of Conversion (the denominatorSection 12.01(b). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender shall have Subject to and upon compliance with the rightprovisions of Article 4 of the Indenture, at the option of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in its sole discretioneffect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to convert adjustment as described in the outstanding principal and any accrued interestIndenture. If a Holder receives shares of Common Stock upon conversion of a Note, fees or expenses due under this Agreement or such Holder will also receive the associated rights under any Revolving Note into shares stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company’s Common Stock, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth below. in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (a3) Lender of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall have pay such Holder a make-whole premium within twenty (20) days after the rightconsummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, in its sole discretion2010 (including any accrued but unpaid interest), computed using a discount rate equal to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses the Reinvestment Yield (the “Conversion Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the election of the LenderCompany’s option, by delivering to the Borrower a Notice of Conversion in (as defined herein1) cash, (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable 2) shares of Common Stock as at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such stock exists on the Closing DateDesignated Event, or (4) a combination of cash, shares and such consideration. In the case of any shares of capital stock consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such Common Stock assets, as the case may be, shall hereafter be changed notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or reclassifiedif there is no record date, at the Conversion Price least ten (as defined herein), determined as provided herein. Upon delivery 10) Trading Days prior to the Borrower of anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a completed Notice of Conversioncondition precedent to such consolidation, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”)merger, the Borrower conveyance, sale or transfer, shall issue execute and deliver to the Lender within four (4) Business Days after Trustee a supplemental indenture providing that the Conversion Date (Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such third day being consolidation, merger, conveyance, sale or transfer by a holder of the “Conversion Delivery Date”) that number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the portion Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of principalthe Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, interestin the case of any such consolidation, fees merger, conveyance, sale or expenses converted transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in accordance with such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. The number Notwithstanding any other provision of Shares this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, Notes and in payment of any make-whole premium obligations unless the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) Company has previously received stockholder approval for issuances of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares shares of Common Stock are insufficient in excess of that number of shares in accordance with, and to cover the Lender’s conversionextent required by, the Borrower shallNasdaq Stock Market rules, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to be increased within forty-five (45) days to receive cash in an amount equal to three (3) times the amount Current Market Price in lieu of Shares of Common Stock required each share that such Holder would otherwise be entitled to be issued to Lender receive in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event excess of such delivery number. If the Company obtains stockholder approval for issuances of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant in excess of such number, to this Section and the restrictive legend removed from extent required by the share certificates evidencing said Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion Stock upon such conversions and payments of counsel issued after the Closing Datemake-whole premiums.

Conversion. (i) Automatic Conversion on Next Equity Financing. The Lender shall have the right, in its sole discretion, to convert the outstanding principal balance and any unpaid accrued interest, fees or expenses due under interest on this Agreement or under any Revolving Note shall automatically convert into shares of the Company’s 's equity securities at the closing of the Company's next equity financing in which gross aggregate proceeds to the company exceeds $1,000,000 (the "Next Equity Financing"), including this Note and all other Notes which are converted into Company equity; provided that the sale of the Company's Common StockStock to its employees, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Notedirectors, and accrued interest thereon and any fees consultants, or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares issuance of Common Stock as such stock exists on the Closing Date, upon exercise or any shares conversion of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery securities outstanding prior to the Borrower of date hereof shall not constitute a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that Next Equity Financing. The number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock such equity securities to be issued upon each such conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to the quotient obtained by dividing (ia) the Conversion Amount (outstanding principal and unpaid accrued interest due on this Note on the numerator); divided date of conversion, by (iib) eighty-five percent (85%) the price per share of the lowest daily volume weighted average equity securities sold to the investors in the Next Equity Financing after applying a two thirds discount (2/3 or 66.67%). For example, if the price per share of the Company’s Common Stock during Next Equity Financing were $9.00 per share then the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to conversion price would be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event $3.00 per share. The issuance of such delivery shares upon conversion of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued this Note pursuant to this Section 2(a)(i) shall be upon and subject to the same terms and conditions applicable to the Next Equity Financing. Investor agrees to execute all necessary documents in connection with the conversion of this Note and the restrictive legend removed from the share certificates evidencing said shares of Common StockNext Equity Financing, including, but not limited to, a definitive stock purchase agreement. (ii) Conversion at Company's Option. At any expense incurred or time after the Maturity Date, in the event that the Next Equity Financing has not yet occurred, the outstanding principal balance and unpaid accrued interest on this Note shall, at the Company's option, be converted into shares issued to investors at the most recently closed Company equity financing (excluding issuances to Company employees and consultants pursuant to compensation plans approved by the Company's Board of Directors). The number of shares of Company stock to be incurred issued upon such conversion shall be equal to the quotient obtained by dividing (a) the Lender outstanding principal and unpaid accrued interest due on this Note on the date of conversion, by (b) the price per share of the equity securities sold to the investors at the most recently closed Company equity financing. The issuance of Company equity upon conversion of this Note pursuant to this Section 2(a)(ii) shall be upon terms and conditions of the most recently closed Company equity financing. Investor agrees to execute all necessary documents in order to have connection with such conversion of this Note, including, but not limited to, a legal opinion of counsel issued after the Closing Datedefinitive stock purchase agreement.

Conversion. The Lender shall have the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares (i) Shares of the Company’s Common Stock, as set forth below. (a) Lender shall have Convertible Preferred Stock will be convertible at the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (option of the “Conversion Amount”)Holder thereof, at the election of the Lender, by delivering any time and from time to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”)time, into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Class A Common Stock equal to the aggregate liquidation preference amount of the shares of Convertible Preferred Stock surrendered for conversion divided by the Conversion Price as then in effect, except that, if shares of Convertible Preferred Stock are called for redemption, the conversion right will terminate at the close of business on the Redemption Date. No fractional shares or securities representing fractional shares of Class A Common Stock will be issued upon conversion; in lieu of fractional shares of Class A Common Stock, the Company will, at its option, either round up the number of shares to be issued to the nearest whole share or pay a cash adjustment based upon the current market price of the Class A Common Stock at the close of business on the first Business Day preceding the date of conversion. The Convertible Preferred Stock shall be converted by the holder thereof by surrendering the certificate or certificates representing the shares of Convertible Preferred Stock to be converted, appropriately completed, to the transfer agent for the portion of principal, interest, fees or expenses converted in accordance with the foregoingClass A Common Stock. The number of Shares of transfer agent shall issue one or more certificates representing the Class A Common Stock to be issued upon each in the conversion in the name of names requested by the Holder. The transfer agent will deliver to the Holder a new certificate representing the shares of Convertible Preferred Stock in excess of those being surrendered for conversion. Effective as of the filing of the Amendment, the Conversion Price shall be determined by dividing Conversion Amount by $16.00 (the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share ). Such Conversion Price shall be equal to (i) the Conversion Amount (the numerator); divided by adjusted as hereinafter provided. (ii) eighty-five percent (85%A) In case the Company shall (I) pay a dividend or distribution in shares of the lowest daily volume weighted average price of the Company’s its Class A Common Stock during on its shares of Class A Common Stock, (II) subdivide its outstanding shares of Class A Common Stock into a greater number of shares, (III) combine its outstanding shares of Class A Common Stock into a smaller number of shares, or (IV) issue, by reclassification of its shares of Class A Common Stock, any shares of its capital stock (each such transaction being called a “Stock Transaction”), then and in each such case, the five (5) trading days Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of a share of Convertible Preferred Stock surrendered for conversion after the record date fixing stockholders to be affected by such Stock Transaction shall be entitled to receive upon conversion the number of such shares of Class A Common Stock which such Holder would have been entitled to receive after the happening of such event had such share of Convertible Preferred Stock been converted immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to such record date. Such adjustment shall be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event made whenever any of such delivery of cash equal events shall happen, but shall also be effective retroactively as to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Convertible Preferred Stock issued pursuant to this Section converted between such record date and the restrictive legend removed from date of the share certificates evidencing said shares happening of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Datesuch event.

Conversion. The Lender (a) Subject to compliance with Section 11.02, a Holder shall have the right, in its sole discretion, right to convert the outstanding all or any portion (if such portion is $2,000 principal amount or an integral multiple of $1,000 principal amount) of its Notes (“Early Conversion”) at any time and from time to time, on any accrued interestBusiness Day, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering prior to the Borrower a Notice earliest of Conversion (as defined hereini) (if applicable, the close of business on the fifth Business Day following the date of giving of the a Mandatory Conversion Notice of Conversion being a “Conversion Date”delivered in accordance with Section 11.01(b), into fully paid and nonassessable shares (ii) if applicable, with respect to a Note called for redemption, the close of Common Stock as such stock exists business on the Closing DateBusiness Day immediately preceding the Redemption Date or (iii) the close of business on the Business Day immediately preceding the maturity date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 11.03). In addition, upon an Early Conversion, a Holder shall have the right to receive in cash, with respect to its Notes being converted, per $1,000 principal amount of Notes being converted, (x) in the event the Early Conversion Date occurs on or prior to September 23, 2017, the Early Conversion Payment and (y) in all cases, accrued and unpaid interest to the Early Conversion Date. For the avoidance of doubt, in the event of an Early Conversion with an Early Conversion Date after September 23, 2017, Holders shall not be entitled to receive the Early Conversion Payment. (b) The Company shall have the right to convert the Notes (“Mandatory Conversion”), in whole or in part, into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 11.03), if each of the following conditions are satisfied: (i) the VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) exceeds the Threshold Price in effect on each applicable Trading Day for at least 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days (the portion “VWAP Condition”) and (ii) the Company delivers to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) a notice of principalthe Company’s election of its right to convert the Notes no later than the open of business on the third Business Day immediately following the 20th Trading Day of any such 30 Trading Day period (a “Mandatory Conversion Notice”), which notice shall specify that the Mandatory Conversion shall occur on the sixth Business Day following the date of such notice (the “Mandatory Conversion Date”); provided that, the Company’s right to cause a Mandatory Conversion shall be suspended during the period beginning on the date a Change of Control Offer is made and continuing to, and including, the applicable Change of Control Settlement Date. For the avoidance of doubt, in the event of a Mandatory Conversion, Holders shall not be entitled to receive the Early Conversion Payment or, except as provided in Section 11.02(f), accrued and unpaid interest. The Mandatory Conversion Notice shall state that the Company is exercising its right to cause a Mandatory Conversion, fees the Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date. Notwithstanding the foregoing, the Company may only exercise its right to cause a Mandatory Conversion if, as evidenced by an Officers’ Certificate delivered to the Trustee and the Conversion Agent (if other than the Trustee) on the Mandatory Conversion Date, all of the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the date of the Mandatory Conversion Notice and (y) ending on, and including, the Mandatory Conversion Date (the “Equity Conditions Measuring Period”). The Equity Conditions are as follows: (i) either (1) all shares of Common Stock issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for sale without the need for registration under any applicable federal or expenses converted state securities laws or (2) a shelf registration statement registering the resale of the shares of Common Stock issuable upon conversion of the Notes has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such shelf registration statement to remain effective and available for use from the Mandatory Conversion Date until thirty days following the Mandatory Conversion Date; (ii) the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) to be delivered on such conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or any of their respective successors (each, an “Eligible Market”) and shall not then be suspended from trading on such Eligible Market; (iii) at or prior to the settlement date of the Mandatory Conversion, for any Notes validly surrendered for conversion with an Early Conversion Date prior to the Mandatory Conversion Date in accordance with the foregoing. The terms of this Indenture, the Company shall have delivered and paid the number of Shares shares of Common Stock and the amount of cash due upon conversion of the Notes to the Holders in accordance with Section 11.01(a); (iv) shares of Common Stock to be issued upon each conversion may be issued in full without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is then listed or trading; and (v) no Event of Default shall have occurred and be determined by dividing continuing. For the avoidance of doubt, the Company may exercise its right to cause more than one Mandatory Conversion Amount by so long as any Notes are outstanding so long as it complies with the other requirements of this Section 11.01(b). If the Company exercises its right to cause Mandatory Conversion in part, the Conversion Price. Any amount of principal Agent will select the Notes to be converted hereunder shall be available for reborrowingpro rata, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) by lot or by any other method the Conversion Amount Agent in its sole discretion deems fair and appropriate (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion andor, in the event case of Notes represented by Global Notes, in such delivery manner as DTC may require), in denominations of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower$2,000 or any integral $1,000 multiple in excess thereof. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender shall have the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”)Each share of Series B Preferred Stock may, at the election of the Lenderholder thereof, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), be converted into fully paid and nonassessable shares of Common Stock as such stock exists on at any time after the Closing Date, or any shares effectiveness of capital stock a certificate of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery amendment to the Borrower Certificate of a completed Notice Incorporation duly with the Secretary of Conversion, a form of which is annexed hereto as Exhibit I (State if Delaware that increases the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that authorized number of shares of Common Stock for (the portion “Trigger Date”), and each share of principal, interest, fees or expenses Series B Preferred Stock shall be automatically converted in accordance with the foregoing. The number of Shares into shares of Common Stock on the later of the Trigger Date or thirty (30) days after the conclusion of the second annual meeting of the stockholders of the Company following the date of this Certificate of Designation (such later date being referred to be issued upon as the “Conversion Date”). Any conversion under this Section III (a) shall entitle the each holder (a “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 of the Series B Preferred Stock, the Series B Preferred Stock shall be determined by dividing Conversion Amount by returned to the Conversion Price. Any amount of principal converted hereunder shall be available Company for reborrowing, at the option of the Lender, following such conversioncancellation. (b) Subject To elect to adjustment as provided herein, the conversion price (“Conversion Price”) per share convert Series B Preferred Stock into Common Stock a holder shall be equal required to (i) give written notice of such election to the Conversion Amount (Company and surrender to the numerator); divided Company the certificates for the Series B Preferred Stock to be converted. If required by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior , certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Conversion Date as indicated Company, duly executed by the registered holder of his, her or its attorney duly authorized in the Notice of Conversion (the denominator)writing. (c) In Upon the event Conversion Date all outstanding Series B Preferred Stock shall immediately convert into Common Stock. Within ten (10) business days of the authorized Shares Conversion Date the Company shall provide notice to such holder of the Series B Preferred Stock that such conversion has occurred. Promptly following the receipt of such notice from the Company that the Series B Preferred Stock has been converted into Common Stock are insufficient to cover the Lender’s conversionStock, the Borrower shallholder of the Series B Preferred Stock shall surrender the certificate or certificates for 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, upon delivery certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of a completed Notice transfer, in form satisfactory to the Company, duly executed by the registered holder of Conversionhis, cause the number of her or its attorney duly authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11writing. (d) Notwithstanding anything contained The Company shall, as soon as practicable after the Conversion Date or any election to convert Series B Preferred Stock, and in this Section 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 contraryCompany 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 delivery of a Notice of Conversion to the Borrowerprovisions hereof, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null free and void clear of all liens and no conversion shall be undertaken encumbrances and adverse claims, other than restrictions on transfer created by the Borrowerapplicable 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) Borrower 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 pay any have the right thereafter to convert such Series B Preferred Stock into the shares of stock and all expenses incurred other securities and property receivable upon or deemed to be incurred held by holders of common stock of the Lender in connection with having Company following such Reclassification Event, based on the conversion rate of 1,000 shares of Common Stock issued pursuant for each share of Series B Preferred Stock (in the event the property is cash, then the Holder shall have the right to this Section and convert the restrictive legend removed from Series B Preferred Stock, based on the share certificates evidencing said conversion rate of 1,000 shares of Common Stock for each share of Series B Preferred Stock, includingand receive cash in the same manner as other stockholders), but 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 limited to, be required to pay any expense incurred 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 be incurred by the Lender in order Company the amount of such tax or shall have established to have a legal opinion the satisfaction of counsel issued after the Closing DateCompany that such tax has been paid.

Conversion. The Lender shall A Holder may surrender Securities for conversion into cash and, if applicable, shares of Common Stock on a Conversion Date if, as of such Conversion Date, the Closing Sale Price of our Common Stock, for at least 20 trading days in the 30 consecutive trading-day period ending on the trading day prior to the Conversion Date is at least 110% of the Conversion Price per share of Common Stock on such preceding trading day. A Holder may also surrender Securities for conversion into cash and, if applicable, shares of Common Stock if at any time either: (i) the senior implied rating assigned to the Company by M▇▇▇▇’▇ Investors Service, Inc. has been downgraded to B2 or below, and (ii) the corporate credit rating assigned to the Company by Standard & Poor’s is downgraded to B or below, for so long as such downgrades remain in effect. In addition, a Holder may surrender for conversion a Security which has been called for redemption pursuant to Section 5 of this Security, even if the foregoing provisions have not been satisfied, and such Securities may be surrendered for conversion into cash and, if applicable, shares of Common Stock until the right, in its sole discretion, close of business on the Business Day prior to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares Redemption Date. In the event that the Company elects to distribute to all holders of the Company’s Capital Stock (i) certain rights or warrants entitling them to subscribe for or purchase Common StockStock at less than the Current Market Price as defined in Section 11.11 of the Indenture for such issuance, or, (ii) cash or debt securities, which distribution has a per share value exceeding 10% of the market price of our common stock as set forth below. (a) Lender shall have of the trading day immediately preceding the declaration date for such distribution, a Holder may surrender Securities for conversion on the date the Company gives notice to such Holder of such right, which shall be not less than 15 days prior to the record date for such dividend or distribution, and such Holder may surrender such Securities for conversion at any time thereafter until the close of business on the Business Day prior to the record date or until the Company announces that such distribution shall not take place. Finally, in the event that the Company is a party to a consolidation, merger, transfer or lease of all or substantially all of its sole discretionassets or if a transaction described in clause (2) of the definition of “Change of Control” under Section 6 of this Security occurs prior to July 21, 2008 and results in an increase in the Conversion Rate of the Securities, in each case pursuant to convert which the Common Stock would be converted into cash, securities or other assets, a Holder may surrender Securities for conversion at any outstanding time from and after the date which is 15 days prior to the anticipated effective time of the transaction until and including the date which is 15 days after the actual date of such transaction (or if such transaction also results in Holders having a right to require us to purchase their Securities, until the Change of Control Purchase Date) (assuming, in a case in which the Company’s stockholders may exercise rights of election, that a Holder of Securities would not have exercised any rights of election as to the stock, other securities or other property or assets receivable in connection therewith and received per share the kind and amount received per share by plurality of nonelecting shares). A Security in respect of which a Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be not converted. Upon conversion, no payment or adjustment for accrued and unpaid principal portion owing hereunder interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to Section 1 of this Security) or under any Revolving Note, and accrued interest thereon and any fees for dividends or expenses distributions on the Common Stock shall be made. The initial conversion price is $17.859 per share of Common Stock (the “Conversion AmountPrice”), at the election subject to adjustment in certain events described in Sections 11.06, 11.07, 11.08, 11.09, and 11.10 of the LenderIndenture. No adjustment in the Conversion Price will be required unless such adjustment would require a change of at least 1% in the Conversion Price then in effect; provided that any adjustment that would otherwise be required to be made shall be carried forward, by delivering aggregated with any previous adjustment which would otherwise have been made, and taken into account in any subsequent adjustment. The Company from time to time may voluntarily reduce the Borrower Conversion Price for a Notice period of at least 20 days. The Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable Price shall be adjusted for dividends or distributions on shares of Common Stock as such stock exists on the Closing Date, or any payable in shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassifiedother Capital Stock; subdivisions, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery combinations or certain reclassifications of Common Stock; distributions to the Borrower all holders of a completed Notice Common Stock of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver certain rights to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of purchase shares of Common Stock for a period expiring within 60 days after the record date for such distribution at a price per share less than the Current Market Price per share as defined in the Indenture; distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions); distributions to such holders consisting exclusively of cash; and in the event that a tender or exchange offer is made by the Company or any Subsidiary for all or a portion of principalthe Common Stock and the tender or exchange offer requires the payment of consideration per share having a fair market value exceeding 110% of the Current Market Price per share of Common Stock. To convert a Security, interesta Holder must (1) complete and sign the conversion notice annexed to the Security, fees (2) surrender the Security to the Conversion Agent, (3) furnish the appropriate endorsements and transfer documents if required by the Registrar or expenses converted Conversion Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of Common Stock in the name of a Person other than the Holder thereof. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the foregoingApplicable Procedures. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery A Holder may convert a portion of a completed Notice Security if the portion is $1,000 or an integral multiple of Conversion$1,000. If the Company is a party to a consolidation or merger, cause the number or a transfer or a lease of authorized Shares all or substantially all of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of its assets or a Notice of Conversion to the Borrower, the Borrower shall have the right, on merger which reclassifies or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of changes its outstanding Common Stock, includingthe right to convert a Security into cash and, but not limited toif applicable, any expense incurred Common Stock may be changed into a right to convert it into securities, cash or to be incurred by other assets of the Lender in order to have a legal opinion of counsel issued after the Closing DateCompany or another person.

Conversion. (i) Automatic Conversion on Next Equity Financing. The Lender shall have the right, in its sole discretion, to convert the outstanding principal balance and any unpaid accrued interest, fees or expenses due under interest on this Agreement or under any Revolving Note shall automatically convert into shares of the Company’s 's equity securities at the closing of the Company's next equity financing in which gross aggregate proceeds to the company exceeds $1,000,000 (the "Next Equity Financing") including this Note and all other Notes which are converted into Preferred Stock: provided that the sale of the Company's Common StockStock to its employees, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Notedirectors, and accrued interest thereon and any fees consultants, or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares issuance of Common Stock as such stock exists on the Closing Date, upon exercise or any shares conversion of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery securities outstanding prior to the Borrower of date hereof shall not constitute a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that Next Equity Financing. The number of shares of Common Stock for such equity securities to be issued upon such conversion shall be equal to the portion quotient obtained by dividing (a) the outstanding principal and unpaid accrued interest due on this Note on the date of principal, interest, fees or expenses converted conversion by (b) the price per share of the equity securities sold to the investors in accordance the Next Equity Financing. The issuance of such shares upon conversion of this Note pursuant to this Section 2(a)(i) shall be upon and subject to the same tem1sand conditions applicable to the Next Equity Financing. Investor agrees to execute all necessary documents in connection with the foregoingconversion of this Note and the Next Equity Financing including but not limited to. a definitive stock purchase agreement. (ii) Conversion at Company's Option. At any time after the Maturity Date in the event that the Next Equity Financing has not yet occurred the outstanding principal balance and unpaid accrued interest on this Note shall, at the Company’s option, be converted into shares of a new class of equity securities designed "Series A Preferred Stock." The number of Shares shares of Common Series A Preferred Stock to be issued upon each such conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to the quotient obtained by dividing (ia) the Conversion Amount (outstanding principal and unpaid accrued interest due on this Note on the numerator); divided date of conversion, by (iib) eighty-five percent (85%) the price per share of the lowest daily volume weighted average Series A Preferred Stock, such price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock per share to be increased within fortycalculated based on “pre-five (45) days to an amount equal to three (3) times money” valuation for the amount Company at such time of Shares $2.000.000. The issuance of Common Series A Preferred Stock required to be issued to Lender in accordance with upon conversion of this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued Note pursuant to this Section 2(a)(ii) shall be upon terms and the restrictive legend removed from the share certificates evidencing said shares conditions that are normal and customary for similar transactions of Common Stock, includingthis nature. Investor agrees to execute all necessary documents in connection with such conversion of this Note. Including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Datedefinitive stock purchase agreement.

Conversion. The Lender Commencing six months from the date the Company first receives proceeds from its initial public offering (the “IPO Date”) until this Note is no longer outstanding, the principal of and, with the consent of the Company, the accrued interest on this Note shall have the rightbe convertible, in its sole discretionwhole at any time or in part from time to time, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), Stock at the election option of the LenderHolder, during the five Trading Days commencing on the first, second, third, fourth and fifth anniversaries of the Original Issue Date of the Note at any time and from time to time; provided, that if any such anniversary shall occur prior to six months from the IPO Date, this Note can be first converted in whole or in part during the five Trading Days commencing on the Trading Day following six months from the IPO Date. The Holder shall effect conversion by delivering to the Borrower Company a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a the form of which is annexed attached hereto as Exhibit I Annex A (the each, a “Notice of Conversion”), specifying therein the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number principal amount of shares of Common Stock for the portion of principaland, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price consent of the Company’s Common Stock during , interest on this Note to be converted and the five (5) trading days immediately prior to date which shall be no later than the Conversion Date as indicated in second Business Day after the date the Notice of Conversion is received by the Company (the denominator“Conversion Date”). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of . If no Conversion Date is specified in a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to Conversion Date shall be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a date that such Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said is deemed delivered hereunder. No ink-original Notice of Conversion shall be null required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and void unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and no conversion the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be undertaken controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the Borrowerprovisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender shall have the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have Subject to and upon compliance with the rightprovisions of Article VII of the Third Supplemental Indenture, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”)Debentures are convertible, at the election option of the LenderHolder, by delivering to at any time on and after the Borrower a Notice occurrence of Conversion any of the events described in paragraph (as defined hereinb) (below, and before 5:00 pm, New York, New York time, on the Business Day immediately preceding the date of giving repayment of the Notice of Conversion being a “Conversion Date”)such Debentures, whether at Stated Maturity or upon redemption, into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares at an initial Conversion Ratio of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of 1.2248 shares of Common Stock for the each $50 in aggregate principal amount of Debentures, subject to adjustment as described in such Article VII. A Holder may convert any portion of principalthe principal amount of such Holder’s Debentures into (x) a cash amount equal to the lesser of (i) the aggregate principal amount of the Debentures to be converted or (ii) the Applicable Stock Price multiplied by the Conversion Ratio (multiplied by the aggregate principal amount of Debentures to be converted divided by 50) and (y) if the product of the Applicable Stock Price and the Conversion Ratio (multiplied by the aggregate principal amount of Debentures to be converted divided by 50) exceeds the aggregate principal amount of Debentures to be converted, interest, fees or expenses converted in accordance with the foregoing. The that number of Shares fully paid and nonassessable shares of Common Stock (calculated as to be issued upon each conversion shall be determined by dividing Conversion Amount by to the Conversion Price. Any amount nearest 1/100th of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (ba share) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); aggregate principal amount of Debentures to be converted divided by $50 and multiplied by (ii) eighty-five percent (85%A) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in Ratio minus (B) $50 divided by the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Applicable Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount Price. Settlement in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lenderif applicable, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and will occur on the restrictive legend removed from second Trading Day following the share certificates evidencing said shares final trading day of Common Stock, including, but not limited to, any expense incurred or to the Cash Settlement Averaging Period. Such day will be incurred the 22nd Trading Day following the Property Trustee’s receipt of a Holder’s conversion notice submitted by the Lender holder of Trust PIERS (assuming such holder has satisfied all conversion requirements, including the valid delivery of the conversion notice), unless (i) the conversion is in order connection with a redemption, in which case the settlement day will be the redemption date or (ii) such holder of Trust PIERS submits a conversion notice during the period beginning 25 Trading Days preceding the maturity date and ending one Trading Day preceding the maturity date, in which case the settlement day will be the maturity date. (b) A Holder’s right to have a legal opinion convert its Debentures will arise only upon the occurrence of counsel issued after any of the Closing Date.following:

Conversion. The Lender (a) Subject to compliance with Section 11.02, at any time following the Reduction Cutoff Date, a Holder shall have the right, in its sole discretion, right to convert the outstanding all or any portion (if such portion is $1,000 Original Principal Amount or an integral multiple of $1,000 principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares amount) of the Company’s Common Stock, as set forth below. its Notes (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion AmountEarly Conversion”), at the election of the Lenderany time and from time to time, by delivering on any Business Day, prior to the Borrower a Notice earliest of Conversion (as defined hereini) (if applicable, the close of business on the fifth Business Day following the date of giving of the a Mandatory Conversion Notice of Conversion being a “Conversion Date”delivered in accordance with Section 11.01(c), into fully paid and nonassessable shares (ii) if applicable, with respect to a Note called for redemption, the close of Common Stock as such stock exists business on the Closing DateBusiness Day immediately preceding the Redemption Date or (iii) the close of business on the Business Day immediately preceding the maturity date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock per $1,000 Original Principal Amount of Notes being converted equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 11.03). In addition, upon an Early Conversion, a Holder shall have the right to receive in cash, with respect to its Notes being converted, per $1,000 Original Principal Amount of Notes being converted, accrued and unpaid interest to the Early Conversion Date in accordance with Section 11.02(b). (b) [Reserved] (c) Following the Reduction Cutoff Date, the Company shall have the right to convert the Notes (“Mandatory Conversion”), in whole or in part, into a number of shares of Common Stock per $1,000 Original Principal Amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 11.03), if each of the following conditions are satisfied: (i) the Daily VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) exceeds the Threshold Price in effect on each applicable Trading Day for at least 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days commencing after the portion Reduction Cutoff Date (the “VWAP Condition”) and (ii) the Company delivers to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) a notice of principalthe Company’s election of its right to convert the Notes no later than the open of business on the third Business Day immediately following the 20th Trading Day on which the Threshold Price was exceeded of any such 30 Trading Day period (a “Mandatory Conversion Notice”), interestwhich notice shall specify that the Mandatory Conversion shall occur on the sixth Business Day following the date of such notice (the “Mandatory Conversion Date”); provided that, fees the Company’s right to cause a Mandatory Conversion shall be suspended during the period beginning on the date a Change of Control Offer is made and continuing to, and including, the applicable Change of Control Settlement Date. Cash equal to accrued but unpaid interest with respect to the Notes being converted pursuant to any Mandatory Conversion to but excluding the applicable Mandatory Conversion Date shall also be payable on such Mandatory Conversion Date; provided, that if such Mandatory Conversion Date occurs during the period after the close of business on any Record Date and before the opening of business on the corresponding Interest Payment Date, interest with respect to the Notes converted will be payable on such Interest Payment Date to the Holders in whose names the Notes are registered at the close of business on such Record Date. The Mandatory Conversion Notice shall state that the Company is exercising its right to cause a Mandatory Conversion, the Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date. (d) Notwithstanding the foregoing, a Reduction shall only occur, and the Company may only exercise its right to cause a Mandatory Conversion, if, as evidenced by an Officers’ Certificate delivered to the Trustee and the Conversion Agent (if other than the Trustee) on any Reduction Settlement Date and any Mandatory Conversion Date, as applicable, all of the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the date of the Reduction Notice (with respect to any Reduction) and any Mandatory Conversion Notice, as applicable, and (y) ending on, and including, the corresponding Reduction Settlement Date (with respect to any Reduction) or expenses converted Mandatory Conversion Date, as applicable (the “Equity Conditions Measuring Period”). The Equity Conditions are as follows: (i) either (1) all shares of Common Stock issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for sale without the need for registration under any applicable federal or state securities laws or (2) a shelf registration statement registering the resale of the shares of Common Stock issuable upon conversion of the Notes has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such shelf registration statement to remain effective and available for use from the applicable Reduction Date (with respect to any Reduction) or the Mandatory Conversion Date until thirty days following such date; (ii) the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) to be delivered on such conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or any of their respective successors (each, an “Eligible Market”) and shall not then be suspended from trading on such Eligible Market; (iii) at or prior to any Mandatory Conversion Settlement Date, for any Notes validly surrendered for conversion with an Early Conversion Date prior to the Mandatory Conversion Date in accordance with the foregoing. The terms of this Indenture, the Company shall have delivered and paid the number of Shares shares of Common Stock and the amount of cash due upon conversion of the Notes to the Holders in accordance with Section 11.01(a); (iv) shares of Common Stock to be issued upon each conversion may be issued in full without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is then listed or trading; and (v) no Event of Default shall have occurred and be determined by dividing continuing. For the avoidance of doubt, the Company may exercise its right to cause more than one Mandatory Conversion Amount by so long as any Notes are outstanding so long as it complies with the other requirements of this Section 11.01(d). If the Company exercises its right to cause a Mandatory Conversion in part, the Conversion Price. Any amount of principal Agent will select the Notes to be converted hereunder shall be available for reborrowingpro rata, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) by lot or by any other method the Conversion Amount Agent in its sole discretion deems fair and appropriate (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion andor, in the event case of Notes represented by Global Notes, in such delivery manner as DTC may require), in denominations of cash equal to the Conversion Original Principal Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower$1,000 or any integral $1,000 multiple in excess thereof. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender shall have A Holder may convert his or her Security into cash and ADRs at any time prior to the rightclose of business on May 15, in its sole discretion2008, to convert or (x) if the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of Security is called for redemption by the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to Holder may convert it at any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (time before the “Conversion Amount”), at the election close of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (business on the date of giving of that is five business days before the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as date fixed for such stock exists on the Closing Dateredemption, or any shares of capital stock of (y) if the Security is to be repurchased by the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery pursuant to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”)PARAGRAPH 8 hereof, the Borrower shall issue and deliver to Holder may convert it at any time before the Lender within four (4) Business Days after Company receives the Conversion Date (such third day being the “Conversion Delivery Date”) that number Option of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoingHolder To Elect Purchase Notice. The number of Shares of Common Stock to be issued upon For each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any $1,000 principal amount of principal converted hereunder shall be available for reborrowingSecurities, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount amount of cash so payable upon conversion (the numerator); divided by “Cash Conversion Consideration”) shall be $405.74 and (ii) eighty-five percent the number of ADRs issuable upon conversion (85%the “conversion rate”) as of the lowest daily volume weighted average effective date of the Supplemental Indenture shall equal the product of (x) 0.42355 and (y) the quotient (the “initial conversion rate”) obtained by dividing $1,000 by the initial conversion price of $32.04 per share. The Cash Conversion Consideration is payable without interest, the Company’s Common Stock during number of ADRs issuable upon conversion shall be rounded to the five nearest 1/100th of an ADR, and the Company will deliver Cash in lieu of any fractional ADR. The Cash Conversion Consideration and the conversion rate take into account any adjustments (5i) trading days immediately pursuant to the Merger and (ii) occurring prior to the Conversion Date as indicated in date hereof. On conversion no payment or adjustment for any unpaid and accrued interest, or liquidated damages with respect to, the Notice Securities will be made. If a Holder surrenders a Security for conversion between the record date for the payment of Conversion (interest and the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s next interest payment date, such Security, when surrendered for conversion, the Borrower shall, upon delivery must be accompanied by payment of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three the interest thereon which the registered Holder on such record date is to receive. To convert a Security a Holder must (1) complete and sign the Conversion Notice, with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) times furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) pay the amount of Shares interest, if any, the Holder may be paid as provided in the last sentence of Common Stock required to be issued to Lender in accordance with this Section 11. the above paragraph and (d5) Notwithstanding anything contained in this Section to the contrary, upon the delivery pay any transfer or similar tax if required. A Holder may convert a portion of a Notice Security if the portion is $1,000 principal amount or a whole multiple of Conversion to $1,000 principal amount. Any ADRs issued upon conversion of a Security shall bear the Borrower, Private Placement Legend until after the Borrower shall have second anniversary of the right, later of the issue date for the Securities and the last date on which the Company or prior to any Affiliate of the Conversion Delivery Date, to deliver to Company was the Lender an amount in cash equal to owner of such ADRs or the Conversion Amount Security (or any predecessor security) from which such ADRs were converted (or such shorter period of time as specified permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) (or such longer period of time as may be required under the Securities Act or applicable state securities laws in the Notice Opinion of Conversion andCounsel for the Company, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken unless otherwise agreed by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section Company and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing DateHolder thereof).

Conversion. Lender and Borrower agree that, on and following the Conversion Trigger Date, Lender has the right to convert all or any portion of the Obligations (i.e., principal amount of all Credit Extensions and accrued and unpaid interest thereon under this Agreement) into shares of Series A Preferred Stock of RMG Networks Holdings Corporation (“Series A Preferred Stock”) on the terms set forth in the Certificate of Designation set forth as Exhibit B hereto. The “Conversion Trigger Date” shall mean the earlier of (a) 150 days following the execution of the Merger Agreement or (b) the termination of the Merger Agreement pursuant to Sections 8.01(d) (failure to receive shareholder vote upon a final vote) or 8.01(e) (Company breach) thereof; provided that if the Borrower terminated the Merger Agreement under Section 8.01(h) of the Merger Agreement within the period referenced in clause (a) in order to enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement), the Conversion Trigger Date shall be the later of (1) 150 days following the execution of the Merger Agreement or (2) 100 days following the execution of such definitive agreement with respect to a Superior Proposal. Notwithstanding anything to the contrary, Lender shall have the right, in its sole discretion, no right to convert the outstanding principal and Obligations into any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. Series A Preferred Stock if (a) Lender shall have the rightPenalty Loan Conditions are satisfied, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined hereinb) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately have consummated prior to the Conversion Trigger Date an Unaffiliated Exit Event (as indicated defined in Exhibit B hereof) pursuant to an acquisition agreement with a Person other than the Notice Lender or its Affiliates and in which the public common stockholders of Conversion (the denominator). RMG Networks Holdings Corporation receive a fixed price in such transaction in excess of $1.27 per share of common stock or (c) In Lender fails to escrow funds with (or provide a letter of credit to) the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the Escrow Agent in amount of Shares of Common Stock $1,000,000 as required pursuant to be issued Section 2.2(b) and Lender has not cured or rectified such failure (other than failing to Lender in accordance with this Section 11. (dperform by the initial required date) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to termination of the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the BorrowerMerger Agreement. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender (a) In the event the ITAC/IXI Merger becomes effective and subject to and conditioned upon the ITAC/IXI Merger becoming effective, each Conversion Participant shall have the right, in its sole discretion, option to convert the outstanding principal and any accrued interest, fees or expenses due under its respective Conversion Amount pursuant to this Agreement or under any Revolving Note and the ITAC Certification into such number of fully paid and non-assessable shares of the CompanyITAC’s Common Stock, par value $0.0001 per share (“ITAC Stock”) as set forth below. determined by dividing (aA) Lender shall have the rightsuch Conversion Participant’s Conversion Amount by (B) $6.50, in its sole discretionappropriately adjusted for stock dividends, stock splits and other recapitalizations subsequent to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery ITAC’s most recent publicly available securities law filing prior to the Borrower execution of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversionthis Agreement. (b) Subject At any time on or after the First Interest Payment Date, in the event the ITAC/IXI Merger is rejected by ITAC’s shareholders or otherwise fails to adjustment as provided hereinbecome effective, each Conversion Participant shall have the conversion price option to convert its respective Conversion Amount into such number of fully paid and non-assessable shares of Series E Preferred Stock, par value $0.01, of the Parent Guarantor (“Conversion PriceIXI Stock”) per share as determined by dividing (A) such Conversion Participant’s Conversion Amount by (B) $0.656. The rights, preferences and privileges of the IXI Stock shall be equal to (i) as set forth in the Conversion Amount currently effective 9th Amended and Restated Certificate of Incorporation of the Parent Guarantor attached hereto as Exhibit H (the numerator); divided by (ii) eighty-five percent (85%) “Amended and Restated Certificate of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominatorIncorporation”). (c) In the event the authorized Shares No fractional shares of Common Conversion Stock are insufficient to cover the Lender’s conversion, the Borrower shallshall be issued upon an Optional Conversion. If, upon delivery an Optional Conversion, a fraction of a completed Notice share would otherwise result, then in lieu of Conversion, cause such fractional share the number Parent Guarantor (in the case of authorized Shares an Optional Conversion pursuant to Section 3.2(b) above) or ITAC (in the case of Common Stock an Optional Conversion pursuant to be increased within forty-five (45the combined provisions of Section 3.2(a) days to an amount equal to three (3above and the ITAC Certification) times will pay the amount cash value of Shares of Common Stock required to be issued to Lender in accordance with this Section 11that fractional share. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of An Optional Conversion shall be null effectuated by the Conversion Participant by furnishing both the Parent Guarantor and void ITAC (in the case of an Optional Conversion pursuant to the combined provisions of Section 3.2(a) above and the ITAC Certification) or by furnishing the Parent Guarantor (in the case of an Optional Conversion pursuant to Section 3.2(b) above), no conversion later than within sixty (60) Business Days following the closing date of the ITAC/IXI Merger (in the case of an Optional Conversion pursuant to the combined provisions of Section 3.2(a) above and the ITAC Certification) or no later than within sixty (60) Business Days following the date on which the Conversion Participant receives notice from the Parent Guarantor that the ITAC/IXI Merger failed to become effective and the Company failed to make the first interest payment on the First Interest Payment Date (in the case of an Optional Conversion pursuant to Section 3.2(b) above), a notice indicating the Conversion Participant’s Conversion Amount and otherwise evidencing such Conversion Participant’s intention to convert its respective Conversion Amount (the “Conversion Notice”). Should any Lender and/or Leumi Guarantor fail to deliver a Conversion Notice within the timeframe and to the party or parties set forth above, such Lender and/or Leumi Guarantor shall be undertaken by deemed to have waived its right for Optional Conversion and such right shall automatically, without any action on the Borrowerpart of the Parent Guarantor and/or ITAC, be of no further force and effect with respect to such Lender and/or Leumi Guarantor. (e) Borrower The date on which the Conversion Participant delivers the Conversion Notice, duly executed, to the Parent Guarantor shall pay any and all expenses incurred or be deemed to be incurred the date of Optional Conversion (the “Optional Conversion Date”) for the purposes of determining the Conversion Amount. Facsimile delivery of the Conversion Notice shall be accepted by the Lender in connection with having Parent Guarantor. Certificates representing the shares of Common Conversion Stock issued pursuant to this Section and issuable upon an Optional Conversion, containing the restrictive legend removed from then in effect, will be delivered to the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued Conversion Participant as soon as practicable after the Closing Optional Conversion Date. (f) Any Conversion Amount converted into Conversion Stock will be deemed fully paid and all Obligations relating thereto will be deemed fully satisfied. Upon issuance of the conversion stock, such shares shall be duly and validly issued.

Conversion. The Lender shall (A) Optional Conversion by the Noteholders; Conversion Period and Price (i) Noteholders have the right, in its sole discretionsubject as provided herein and to any applicable laws and regulations, to require the Company to convert all or part of the outstanding Note at its principal amount into Shares at any time during the Conversion Period ("Conversion Right"). The Conversion Period begins after the earlier to occur of (I) the close of the effective date of a registration statement filed by the Company with the Commission with respect to the Shares or (II) the date such Shares may be sold pursuant to the exemption from registration under the Securities Act provided by Rule 144 or other exemption from registration under the Securities Act, and ends upon the earliest to occur of (A) the second Business Day prior to the later of June 30, 2006, or the date on which all principal and any accrued interestinterest on the Note is repaid in full, fees or expenses due under this Agreement or under any Revolving (B) if such Note into shares shall have been called for redemption pursuant to Condition 7, the close of the Company’s Common Stocksecond Business Day prior to the Redemption Date. Upon conversion, the right of the converting Noteholder to repayment of the principal amount of the Note to be converted (and, subject as set forth below. (a) Lender shall have the rightprovided in Condition 6(B)(iv), in its sole discretion, to convert any outstanding accrued and unpaid principal portion owing hereunder or under any Revolving Noteinterest thereon) shall be extinguished and released, and accrued interest thereon in consideration and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of in exchange therefor the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (allot and issue Shares credited as defined herein), determined paid up in full as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoingthis Condition 6. The number of Shares of Common Stock to be issued upon each on conversion shall of the Note will be determined by dividing Conversion Amount the principal amount of the Note to be converted, plus accrued and unpaid interest thereon, by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at (as defined below) in effect on the option of Conversion Date, with the Lender, following such conversionresult being rounded down to the nearest whole number. (bii) Subject The price at which Shares will be issued upon the exercise of a Conversion Right (the "Conversion Price") initially will be U.S. $0.40. The Conversion Price will be subject to adjustment as only in accordance with the manner provided herein, in the conversion price (“definition of "Conversion Price”" in Condition 19 herein. The Company shall give notice of any adjustment of the Conversion Price in accordance with Condition 15 within ten (10) per share shall be equal to Business Days with effective date of such adjustment. (iii) Notwithstanding the provisions of paragraph (i) of this Condition 6(A), if the Company shall default in making payment in full in respect of the Note which shall have been called for redemption or shall fail to issue Shares in respect of any Conversion, then, from the Relevant Date, interest shall continue to accrue on such Note and the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior Right attaching to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock such Note will continue to be increased within forty-five exercisable up to, and including the close of business (45) days to an amount equal to three (3) times at the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to place where the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender Note is deposited in connection with having the shares exercise of Common Stock issued pursuant to this Section and the restrictive legend removed from Conversion Right) on the share certificates evidencing said shares date upon which the full amount of Common Stock, including, but not limited to, any expense incurred or to be incurred the monies payable in respect of such Note has been duly received by the Lender in order to have a legal opinion Holder or, or the date of counsel issued after the Closing Dateissuance of the Conversion Shares.

Conversion. The Lender (a) (i) At any time, until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall have the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note be convertible into shares of Common Stock at a price of Fifty Percent (50%) of the Company’s average closing bid price, determined on the then current trading market for the Common Stock, as set forth below. (a) Lender shall have for the rightten Business Days prior to the Conversion Date, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion AmountSet Price”), at the election option of the LenderHolder, in whole or in part, at any time and from time to time. The Holder shall effect conversions by delivering to the Borrower Company a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a the form of which is annexed attached hereto as Exhibit I Annex A (the a “Notice of Conversion”), specifying the Borrower date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall issue and deliver be five Business Days following the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Lender Company or a notarized affidavit of lost debenture regarding this Debenture. The Company shall deliver any objection to any Notice of Conversion within four two Business Days of receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. If the Company does not issue the shares of Common Stock underlying this Debenture after receipt of a Notice of Conversion within five (45) Business days following the period allowed for any objection, the Company shall be responsible for any differential in the value of the converted shares of Common Stock underlying this Debenture between the value of the closing price on the date which is ten Business Days after the Conversion Date and the date the shares of Common Stock are delivered. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof. (such third day being ii) If the “Conversion Delivery Date”Company, at any time while this Debenture is outstanding: (A) that shall pay a Common Stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company pursuant to this Debenture, including as interest thereon), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of Common Stock, then the Set Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock for (excluding treasury shares, if any) outstanding before such event and of which the portion of principal, interest, fees or expenses converted in accordance with denominator shall be the foregoing. The number of Shares shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (iii) Whenever the Set Price is adjusted pursuant to this Section, the Company shall promptly mail to each Holder a notice setting forth the Set Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (iv) If (A) the Company shall declare a dividend (or any other distribution) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall mail to the Holders, at their last addresses as they shall appear upon the stock books of the Company, at least 20 calendar days prior to the applicable record or effective date, a notice stating (x) the date on which a record is to be issued upon each conversion taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be determined by dividing Conversion Amount entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Holders are entitled to convert Debentures during the 20-day period commencing the date of such notice to the effective date of the event triggering such notice. (v) If, at any time while this Debenture is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Conversion Price. Any Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Debenture, the Holder shall have the right to receive the same kind and amount of principal converted hereunder securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of Common Stock (the “Alternate Consideration”), unless the Company received no Alternate Consideration in such Fundamental Transaction (ie. an exchange offer open only to shareholders of the Company). For purposes of any such conversion, the determination of the Set Price shall be available for reborrowingappropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in such Fundamental Transaction, at and the option Company shall apportion the Set Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the LenderAlternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Debenture following such conversionFundamental Transaction. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph and insuring that this Debenture will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. (b) Subject to adjustment as provided hereinThe Company covenants that it will reserve and keep available, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) out of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the its authorized Shares and unissued shares of Common Stock are insufficient to cover Stock, solely for the Lender’s conversionpurpose of issuance upon conversion of this Debenture, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the sufficient number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares shares of Common Stock required to be issued to Lender in accordance with upon a conversion of this Section 11Debenture. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender shall have Upon the rightclosing of the Merger (as referred to in the Note Agreement), in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due all of Shockwave's indebtedness under this Agreement or under any Revolving Note shall become convertible into shares equity securities of the Company’s Common Stocksurviving corporation, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses Shockwave (the “Conversion Amount”"SERIES NEXT PREFERRED STOCK"), at issued in Shockwave's next private equity financing (the election of "NEXT EQUITY FINANCING"), provided the Lender, by delivering Next Equity Financing closes prior to the Borrower a Notice Maturity Date of Conversion (as defined herein) (this Note. Upon the date Next Equity Financing, Borrower's indebtedness under this Note shall automatically be converted into that number of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Shockwave's Series Next Preferred Stock that is equal to the dollar amount of all principal outstanding and interest accrued as such stock exists on the Closing Date, or any shares of capital stock of the Company date of conversion being converted into stock by Holder, divided by the price per share of Shockwave's Series Next Preferred Stock at which such Common Series Next Preferred Stock shall hereafter is or will be changed or reclassifiedoffered to other Series Next Preferred Stock investors (the "CONVERSION PRICE"); provided, at however, that the Conversion Price will automatically, equitably and proportionally be adjusted to reflect any subdivision (as defined hereinstock split), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I combination (the “Notice of Conversion”reverse stock split), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees stock dividend or expenses converted in accordance with the foregoingother recapitalization affecting Shockwave's Series Next Preferred Stock. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event that the authorized Shares Merger Agreement (as referred to in the Note Agreement) is terminated according to its terms, all of Common Borrower's indebtedness under this Note shall automatically be converted into Borrower's Series D Preferred Stock are insufficient based upon a fully diluted pre-money valuation of Borrower's equity of $75,000,000 (the "BORROWER CONVERSION PRICE"); provided, however, that the Conversion Price will automatically, equitably and proportionally be adjusted to cover reflect any subdivision (stock split), combination (reverse stock split), stock dividend or other recapitalization affecting Borrower's Series D Preferred Stock. Such Series D Preferred Stock received by Holder will have rights, privileges, preferences and restrictions no less favorable than Borrower's Series C Preferred Stock in existence on the Lender’s conversiondate of the Note Agreement and any Series D Preferred Stock issued subsequent to that date, and will have a liquidation preference based upon the price per share of the Series D Preferred Stock. Borrower shallcovenants and agrees with Holder that Borrower will not in any way alter, upon delivery amend or modify any of a completed Notice the rights, preferences, privileges or restrictions of ConversionBorrower's Series D Preferred Stock, cause or to issue, eliminate or reduce the number of authorized Shares shares of Common Stock Borrower's Series D Preferred Stock. Upon the conversion of Borrower's outstanding indebtedness hereunder pursuant to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required this Section, Borrower, at its expense, will as soon as practicable cause to be issued in the name of and delivered to Lender in accordance with Holder, a certificate or certificates for the number of fully paid and nonassessable shares of Borrower's Series D Preferred Stock to which Holder is entitled upon such conversion. Such certificates will include legends required federal and applicable state securities laws. No fractional shares will be issued upon any conversion of this Section 11. (d) Notwithstanding anything contained in this Section to the contraryNote or any part hereof. If, upon the delivery any conversion of this Note, a fraction of a Notice of Conversion to the share would otherwise result, then Shockwave or Borrower, as the Borrower shall have the rightcase may be, on or prior to the Conversion Delivery Date, to deliver to the Lender will pay Holder an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the fair market value of one share of the type and class of capital stock issuable to Holder upon such conversion (determined in accordance with the Conversion Amount to Price or Borrower Conversion Price, as the Lendercase may be, said Notice applicable at the time of Conversion shall be null and void and no conversion shall be undertaken such conversion), multiplied by the Borrowerfraction of a share of stock to which Holder would otherwise be entitled. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender shall have Subject to the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares provisions of the Company’s Common StockIndenture, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”)unless ---------- previously redeemed, the Borrower shall issue and deliver to the Lender within four Notes are convertible (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number in denominations of shares of Common Stock for the portion of principal, interest, fees $1,000 principal amount at maturity or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowingintegral multiples thereof), at the option of the Lenderholder thereof, into Capital Stock of the Company at any time after 365 days following such the Issue Date and prior to the maturity date. The number of shares of Capital Stock of the Company ("Conversion Shares") issuable upon conversion of the Notes is equal to the Accreted Value of the Notes being converted (on the date of conversion. (b) Subject divided by $25.00, subject to adjustment as provided herein, in the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount Indenture (the numerator"Conversion Ratio"); divided by (ii) eighty-five percent (85%) . Except as described below, no adjustment will be made on conversion of the lowest daily volume weighted average price any Notes for interest accrued thereon or for dividends paid on outstanding Capital Stock of the Company’s . If Notes not called for redemption are converted (including pursuant to the mandatory conversion feature described below) after a record date for the payment of interest and prior to the next succeeding interest payment date, such Notes must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted. The Company is not required to issue fractional shares upon conversion of Notes (including pursuant to the mandatory conversion feature described below) and, in lieu thereof, will pay a cash adjustment based upon the Closing Price on the Neuer Markt of the Common Stock on the last Trading Day prior to the day of conversion. In the case of Notes called for redemption, conversion rights will expire at the close of business on the Trading Day next preceding the date fixed for redemption, unless the Company defaults in payment of the redemption price. In addition, if the closing price on the Neuer Markt of the Common Stock during any period described below has exceeded the five price for such period referred to below for at least 30 consecutive Trading Days (5) trading days immediately prior "Market Criteria," with the 30-day period being referred to as the "Market Criteria Period"), and the Conversion Date as indicated Shelf Registration Statement described in paragraph 2 hereof is effective and available, all of the Notice Notes will be automatically converted into that number of Conversion (the denominator). (c) In the event the authorized Shares derived by application of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery DateRatio; provided, to deliver to however, that if the Lender an amount in cash equal to Market Criteria is satisfied during the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued first year after the Closing Date, the conversion will not occur until the one-year anniversary of the Closing Date and will occur only if the closing price on the Neuer Markt of the Common Stock is at least (Euro)32.00 on such date: Closing ------- 12 Months Beginning Price ------------------- ----- August 15, 1999 (Euro)32.00 August 15, 2000 (Euro)38.46 August 15, 2001 (Euro)44.92 August 15, 2002 (Euro)51.37 August 15, 2003 (Euro)57.83 The denominator of the Conversion Ratio is subject to adjustment as provided in Section 10.5 of the Indenture.

Conversion. The Lender shall have the right, in its sole discretion, to A Holder of a Security may convert the outstanding principal and amount of such Security (or any accrued interest, fees portion thereof equal to $1,000 or expenses due under this Agreement any integral multiple of $1,000 in excess thereof) into Shares at any time on or under any Revolving Note into shares after the opening of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists business on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days 120th day after the Conversion Issue Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, and on or prior to the Conversion Delivery Date, to deliver close of business on the seventh Business Day prior to the Lender an Stated Maturity Date of the Securities, at the Conversion Ratio then in effect; provided, however, that if such Security is (i) called for redemption pursuant to Article 11, such conversion right shall terminate at the close of business on the seventh Business Day preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such Event of Default is cured and such Security is redeemed) or (ii) submitted or presented for purchase pursuant to Article 13, such conversion right shall terminate at the close of business on the Change of Control Purchase Date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Guarantor shall default in making the Change of Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such Event of Default is cured and such Security is purchased). The initial Conversion Ratio (the "Conversion Ratio") is [ ], subject to adjustment as provided in this Article 18 of the Indenture. Each Holder's right to convert Securities into Shares is subject to the Guarantor's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such Shares (a "Cash Alternative"). The amount of cash to be paid, if the Guarantor elects a Cash Alternative, for each $1,000 in principal amount of a Security upon conversion, shall be equal to the Current Market Price of an ADS on the ninth Trading Day following the Conversion Amount Date, multiplied by the Conversion Ratio in effect on such Trading Day (a "Cash Alternative Payment"). Such payment shall be effected not later than ten Trading Days following the relevant Conversion Date. Except as specified otherwise provided in Section 18.1 of the Indenture, the Guarantor may not revoke such election once such notification has been provided. The Guarantor shall not pay a Cash Alternative upon the conversion of any Security pursuant to the terms of Section 18.1 of the Indenture (other than cash in lieu of fractional shares pursuant to Section 18.3), if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Guarantor delivers its notice electing to pay a Cash Alternative) and is continuing an Event of Default (other than a default in the Notice payment of Conversion andsuch Cash Alternative on such Securities); provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such Cash Alternative is paid. The Guarantor shall not deliver a notice electing to, and shall not, directly or indirectly, pay a Cash Alternative at any time any Existing EPIL Indebtedness is outstanding. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice pursuant to Section 13.1(c) of the Indenture exercising the option of such delivery Holder to require the Company to purchase such Security may be converted only if such Change of Control Purchase Notice is withdrawn in accordance with the terms of the Indenture. A Holder of Securities is not entitled to any rights of a holder of Shares until such Holder has converted its Securities into Shares, and only to the extent such Securities are deemed to have been converted into Shares pursuant to this Article 18 of the Indenture. If the Guarantor is party to a consolidation, merger or binding share exchange or a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Guarantor which is otherwise permitted under the terms of the Indenture, pursuant to which the Ordinary Shares are converted into the right to receive other securities, cash or other assets, then, subject to the second proviso of this paragraph, the right to convert a Security into Shares will be transformed into a right to convert such Security for the kind and amount of securities, cash or other assets which the Holder would have received if the Holder had converted such Security immediately prior to such consolidation, merger, exchange or transfer; provided that, if such consolidation, merger, exchange or transfer constitutes a Change of Control pursuant to which, during the 90 days following such Change of Control, the Conversion Ratio is determined as provided in Section 18.10 of the Indenture, the Holder, in connection with any conversion occurring during such 90 day period, shall be deemed to have converted such Holder's Securities at the Conversion Ratio determined in accordance with Section 18.10 of the Indenture; provided, further, that, if any part of the Total Consideration paid to the holders of Ordinary Shares in connection with any Change of Control consists of Listed Equity Securities, the right to convert a Security into Shares will, from and after the 91st day after such Change of Control, be transformed into a right to convert such Security into a number of such Listed Equity Securities equal to the Conversion Amount sum of (i) the number of Listed Equity Securities which the Holder would have received if the Holder had converted such Security immediately prior to such Change of Control and (ii) a number of Listed Equity Securities having a Market Value on the date of such Change of Control equal to the Lenderfair market value of the Total Consideration (excluding Listed Equity Securities referred to in clause (i) of this sentence) which the Holder would have received if the Holder had converted such Security immediately prior to such Change of Control. To convert a Security, said Notice a Holder must (i) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (ii) surrender the Security to a Conversion Agent and (iii) pay any tax required pursuant to Section 18.4 of Conversion the Indenture. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or presented for purchase on a Redemption Date or Change of Control Purchase Date, as the case may be, during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be null and void and no payable to such registered Holder notwithstanding the conversion shall be undertaken by the Borrowerof such Security. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender (a) Each Holder of Preferred Stock shall have the rightright at any time, in at its sole discretionoption, to convert convert, subject to the outstanding principal terms and provisions of this Section 8 and subject to the limitations set forth in Section 11, any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into all of such Holder’s shares of Preferred Stock into Common Stock at a conversion rate equal to the Company’s Common quotient of (i) the Liquidation Preference; divided by (ii) the Base Conversion Price (subject to adjustment as provided in this Section 8, the “Conversion Rate”) per share of Preferred Stock. Notwithstanding the foregoing, as set forth below. (a) Lender but subject to the Conversion Cap, each Holder of Preferred Stock shall have the rightright (the “Seven-Year Holder Conversion Right”) at any time after the seven-year anniversary of the Issue Date, if the then-current Conversion Price exceeds the Weighted Average Price for the Common Stock during any 10 consecutive Trading Days, at its option by delivery of a Notice of Conversion in its sole discretionaccordance with Section 8(b) below no later than 5 Business Days following such 10th consecutive Trading Day, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”)all of such Holder’s shares of Preferred Stock into, at the Corporation’s sole discretion, either Common Stock, cash or a combination of Common Stock and cash; provided, that the Corporation shall provide such converting Holder notice of its election within 2 Trading Days of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving receipt of the Notice of Conversion being Conversion; provided further, that in the event the Corporation elects to issue Common Stock for all or a portion of such conversion, the “Conversion Date”)Rate” for such conversion (subject to the limitations set forth in Section 11) shall mean the quotient of the Liquidation Preference divided by the average Weighted Average Price for the Common Stock during the 20 consecutive Trading Days commencing on the Trading Day immediately following the Trading Day on which the Corporation provided such notice. If the Corporation does not elect a settlement method prior to the deadline set forth, the Corporation shall be deemed to have elected to settle the conversion entirely in Common Stock. Notwithstanding anything to the contrary herein, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be converted pursuant to this Section 8 in the aggregate into fully paid and nonassessable more than 19.99% of the shares of Common Stock as such stock exists outstanding on the Closing DateIssue Date (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or any shares of capital stock of other similar recapitalization) (such limitation, the Company into which such Common Stock shall hereafter be changed or reclassified, at the “Conversion Price (as defined hereinCap”), determined as provided herein. Upon delivery to the Borrower conversion of a completed Notice any share of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”)Preferred Stock, the Borrower Corporation shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day converting Holder, in respect of each share of Preferred Stock being the “Conversion Delivery Date”) that converted, a number of shares of Common Stock for equal to the portion Conversion Rate, together with a cash payment in lieu of principal, interest, fees or expenses converted any fractional share of Common Stock in accordance with Section 10, on the foregoingsecond Business Day immediately following the relevant Conversion Date; provided, that upon any Holder’s election to convert any share or shares of Preferred Stock pursuant to the second sentence of this Section 8(a) the Corporation shall have the option to deliver the applicable conversion value (or any portion thereof) in cash in lieu of shares of Common Stock, after providing such Holder at least 2 Business Days’ prior written notice of its election pursuant to this proviso; provided further, that any such payment in cash in lieu of shares of Common Stock shall be made in an amount equal to the Liquidation Preference for every whole share of Preferred Stock so converted; provided further, that if the conversion value consists (x) solely of cash, then the Corporation shall deliver such cash payment to the Holder no later than 2 Trading Days from the receipt of the Notice of Conversion or (y) partially of cash, then the Corporation shall deliver such cash payment to the Holder simultaneously with the delivery of the Common Stock included in the conversion value. (b) Before any Holder shall be entitled to convert a share of Preferred Stock as set forth above, such Holder who: (i) holds a beneficial interest in a Global Preferred Share must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program (a “Conversion Instruction”) and, if required, pay all transfer or similar taxes or duties, if any; or (ii) holds Preferred Stock in definitive, certificated form must: (A) manually sign and deliver an irrevocable notice to the office of the Conversion Agent as set forth in the Form of Certificated Notice of Conversion (or a facsimile thereof) in the form included in Exhibit A hereto (a “Certificated Notice of Conversion”) and state in writing therein the number of shares of Preferred Stock to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered and registered; (B) surrender such shares of Preferred Stock, at the office of the Conversion Agent; (C) if required, furnish appropriate endorsements and transfer documents; and (D) if required, pay all transfer or similar taxes or duties, if any. The Conversion Agent shall notify the Corporation of any pending conversion pursuant to this Section 8 on the Conversion Date for such conversion. The date on which a Holder complies with the procedures in this clause (b) is the “Conversion Date.” If more than one share of Preferred Stock shall be surrendered for conversion at one time by the same Holder, the number of Shares shares of Common Stock to be issued delivered upon each conversion of such shares of Preferred Stock shall be determined by dividing Conversion Amount by computed on the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option basis of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) aggregate number of the lowest daily volume weighted average price shares of the Company’s Common Preferred Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator)so surrendered. (c) In With respect to any conversion of shares of Preferred Stock: (i) if there shall have been surrendered certificate or certificates, as the event the authorized Shares case may be, representing a greater number of Common shares of Preferred Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause than the number of authorized Shares shares of Common Preferred Stock to be increased within fortyconverted, the Corporation shall execute and the Registrar shall countersign and deliver to such Holder or such Holder’s designee, at the expense of the Corporation, a new certificate or certificates, as the case may be, representing the number of shares of Preferred Stock that shall not have been converted; and (ii) if the shares of Preferred Stock converted are held in book-five (45) days entry form through the facilities of the Depositary, promptly following the relevant Conversion Date, the Corporation shall cause the Transfer Agent and Registrar to an amount equal reduce the number of shares of Preferred Stock represented by the global certificate by making a notation on Schedule I attached to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11relevant Global Preferred Share. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or Immediately prior to the close of business on the Conversion Delivery DateDate with respect to a conversion, a converting Holder of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon conversion of such Holder’s Preferred Stock notwithstanding that the share register of the Corporation shall then be closed or that certificates representing such Common Stock, if any, shall not then be actually delivered to such Holder. On the date of any conversion, all rights with respect to the shares of Preferred Stock so converted, including the rights, if any, to deliver receive notices, shall terminate, excepting only the rights of holders thereof (i) pursuant to Section 3(f) and (ii) to (A) receive certificates for the Lender an amount number of whole shares of Common Stock, if any, into which such shares of Preferred Stock have been converted (with a cash payment in cash equal lieu of any fractional share of Common Stock in accordance with Section 10) and (B) exercise the rights to the Conversion Amount which they are thereafter entitled as specified in the Notice holders of Conversion andCommon Stock, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrowerif any. (e) Borrower The Conversion Rate shall pay be adjusted, without duplication, upon the occurrence of any and all expenses incurred or to be incurred by of the Lender in connection with having following events: (i) If the Corporation exclusively issues shares of Common Stock issued as a dividend or distribution on all shares of its Common Stock, or if the Corporation effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as the case may be; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as the case may be; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 8(e)(i) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 8(e)(i) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (ii) If the Corporation distributes to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period expiring not more than 60 days immediately following the announcement date of such distribution, to purchase or subscribe for shares of its Common Stock at a price per share that is less than the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS 0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such distribution; 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 average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution. Any increase made under this Section 8(e)(ii) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the restrictive legend removed from close of business on the share certificates evidencing said Record Date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted, effective as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased, effective as of the date the Board determines not to make such distribution, to be the Conversion Rate that would then be in effect if such Record Date for such distribution had not occurred. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate shall not be adjusted until the triggering events occur. For purposes of this Section 8(e)(ii) in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Corporation for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board. (iii) If the Corporation distributes shares of its Capital Stock, evidences of its indebtedness or other assets, securities or property of the Corporation or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of Common Stock, excluding (a) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 8(e)(i) or Section 8(e)(ii), (b) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to (or a cash amount paid pursuant to the last paragraph of) Section 8(e)(iv) and (c) Spin-Offs as to which the provisions set forth below in this Section 8(e)(iii) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets, securities or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, but the Trading Day immediately preceding the Ex-Date for such distribution; and FMV = the fair market value as of the Record Date for such distribution (as determined by the Board) of the Distributed Property with respect to each outstanding share of the Common Stock. Any increase made under the portion of this Section 8(e)(iii) above shall become effective immediately after the close of business on the Record Date for such distribution. If such distribution is not limited toso paid or made, any expense incurred or the Conversion Rate shall be decreased, effective as of the date the Board determines not to pay the distribution, to be incurred by the Lender Conversion Rate that would then be in order effect if such distribution had not been declared. Notwithstanding the foregoing (but subject to the limitations set forth in Section 11), if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Preferred Stock shall receive, for each share of Preferred Stock, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of Distributed Property that such Holder would have received as if such Holder owned a legal opinion number of counsel issued after shares of Common Stock equal to the Closing Date.Conversion Rate (determined without regard to the Conversion Cap, Beneficial Ownership Limitation or the Permitted Percentage Limitation) in effect on the Record Date for the distribution. With respect to an adjustment pursuant to this Section 8(e)(iii) where there has been a payment of a dividend or other distribution on the Common Stock consisting solely of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Corporation where such Capital Stock or similar equity interest is, or will be when issued, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion Rate will be increased based on the following formula: w

Conversion. The Lender shall have the rightThis Note is convertible into common stock, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares $0.001 par value per share of the Company’s Borrower (“Common Stock, ”) in accordance with this Section 6. i. Except as set forth below. (a) Lender shall have , Holder has the unrestricted right, in its sole discretionat Holder’s option, to convert convert, in whole or in part, the outstanding principal balance of this Note, including the amount of any outstanding PIK Interest, together with accrued and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion DatePrincipal”), into fully paid and nonassessable shares of Common Stock as such stock exists on Stock. The right to convert may be exercised by Holder at any time after three (3) months following the Closing Datedate hereof; provided, or any shares of capital stock of however, that Holder’s right to convert may not be exercised for the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price six (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I 6) month period (the “Notice Non-Conversion Period”) following the date on which the Borrower files a registration statement with the Securities and Exchange Commission for the purpose of Conversion”)registering shares to be offered by the Borrower in a rights offering to its stockholders, so long as at all times during the Non-Conversion Period, the Borrower shall issue and deliver is taking all reasonable steps to effectuate the Lender within four (4) Business Days after consummation of the Conversion Date (such third day being the “Conversion Delivery Date”) that rights offering. The number of shares of Common Stock for into which this Note may be converted (the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion “Conversion Shares”) shall be determined by dividing the Conversion Amount Principal (as determined on the date that Holder exercises this conversion right) by the Conversion Price. Any amount of principal converted hereunder The initial Conversion Price shall be available for reborrowing, $7.50. ii. Holder shall be entitled to convert this Note by surrendering this Note at the option office of the Lender, following such conversionBorrower and shall give written notice to the Borrower of the election to convert this Note and shall state therein the name or names in which the certificate or certificates for Conversion Shares are to be issued. iii. Such certificate or certificates shall bear such legends as are required, in the opinion of counsel to the Borrower, by applicable state and federal securities laws. The Borrower shall, as soon as practicable thereafter, but no later than seven (b7) Subject business days, issue and deliver to adjustment as provided herein, Holder a certificate or certificates for the conversion price (“number of Conversion Price”) per share Shares to which Holder shall be equal entitled as aforesaid. Such conversion shall be deemed to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days have been made immediately prior to the close of business on the date of surrender of this Note, and the person or persons entitled to receive the Conversion Date Shares issuable upon such conversion shall be treated for all purposes as indicated in the Notice record holder or holders of such Conversion (the denominator)Shares as of such date. (c) iv. No fractional shares of Common Stock shall be issued on conversion of this Note. v. In the event the authorized Shares Borrower should at any time or from time to time after the date hereof fix a record date for the split or subdivision of the outstanding shares of Common Stock are insufficient to cover or the Lender’s conversion, the Borrower shall, upon delivery determination of a completed Notice of Conversion, cause the number of authorized Shares holders of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender receive dividends or other distributions payable in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the additional shares of Common Stock issued pursuant or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (“Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents, then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of this Section and Note shall be appropriately decreased so that the restrictive legend removed from number of Conversion Shares issuable upon conversion of this Note shall be increased in proportion to such increase or potential increase of outstanding shares of Common Stock. vi. If the share certificates evidencing said number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, includingthen, following the record date of such combination, the Conversion Price for this Note shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares of Common Stock. vii. The Borrower 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 this Note, such number of its shares of Common Stock 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 Common Stock shall not limited tobe sufficient to effect the conversion of the entire current Conversion Principal of this Note, in addition to such other remedies as shall be available to Holder, the Borrower will use its best efforts to 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. viii. The Borrower shall use its best efforts to ensure that any expense incurred future acquisitions of Common Stock by Holder upon the conversion, in whole or in part, of the outstanding principal balance of this Note shall not be subject to be incurred the provisions of any anti-takeover laws and regulations of any governmental authority, including without limitation, the applicable provisions of the Nevada Revised Statutes, and any provisions of an anti-takeover nature adopted by the Lender Borrower or any of its subsidiaries or contained in order to have a legal opinion the Borrower’s Articles of counsel issued after Incorporation, Bylaws, or the Closing Dateorganizational documents of any of its subsidiaries, each as amended.

Conversion. (a) This Note, and any accrued and unpaid Interest hereon, at the option of the Holder, shall be convertible into shares of common stock of the Obligor, par value $0.001 per share (the "Common Stock") in whole or in part at any time, at a conversion price (the "Conversion Price") The Lender shall have the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”)Interest may be converted, at the election option of the Lenderholder, into the Common Stock at a price per share of calculated at a 20% discount to the 30-day average bid price of the Common Stock as may be quoted on the OTCQB, OTCQX Markets or listing on a national stock exchange and in no case below a price of $0.20 per share. The Holder shall effect conversions under Section 4(a) by surrendering to the Obligor the Note and by delivering to the Borrower Obligor a Notice of Conversion (as defined herein) written conversion notice (the "Holder Conversion Notice"). Each Holder Conversion Notice shall specify the amount of Principal and Interest to be converted and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Holder Conversion Notice to the Obligor (the "Conversion Date"). If the Holder is converting less than the entire Principal amount (and pro rata Interest) of giving this Note, then the Obligor shall deliver to the Holder a new Note for such Principal amount that has not been converted within five (5) business days of the Notice of Conversion being a “Conversion Date”). Each Holder Conversion Notice, into fully paid and nonassessable once given, shall be irrevocable. (b) If the Obligor at any time, or from time to time, subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock as into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Obligor at any time, or from time to time, combines (by combination, reverse stock exists split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment under this Section shall become effective at the close of business on the Closing Datedate the subdivision or combination becomes effective or, in the case of a stock dividend, the date of such event. Whenever the Conversion Price is adjusted the Obligor shall promptly mail notice of such adjustment to the Holder, which notice shall set forth the Conversion Price after adjustment, the date on which such adjustment became effective and a brief statement of the facts resulting in such adjustment. (c) If the Obligor, by reclassification of securities or otherwise, shall change any shares of the securities as to which conversion rights under this Note exist into the same or a different number of securities of any other class or classes, this Note shall thereafter be convertible into such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the conversion rights under this Note immediately prior to such reclassification or other change, and the Conversion Price therefore shall be appropriately adjusted, all subject to further adjustment as provided in this Section 4. No adjustment shall be made pursuant to this Section 4(c) upon any conversion or redemption of the Common Stock which is the subject of Section 4(d). (d) In case of any capital reorganization of the capital stock of the Company into which such Common Stock shall hereafter be changed Obligor (other than a combination, reclassification, exchange or reclassified, at the Conversion Price (as defined subdivision of shares otherwise provided for herein), determined or any merger or consolidation of the Obligor with or into another corporation, or the sale of all or substantially all the assets of the Obligor then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Note shall thereafter be entitled to receive upon conversion of this Note, the number of shares of stock or other securities or property (including cash) to which the holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided hereinin this Section 4. Upon delivery The foregoing provisions of this Section 4(d) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the Borrower stock or securities of a completed Notice any other corporation that are at the time receivable upon the conversion of Conversionthis Note. In all events, a form appropriate adjustment (as determined in good faith by the Obligor's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. (e) In case all or any portion of the authorized and outstanding shares of Common Stock of the Obligor are redeemed or converted or reclassified into other securities or property pursuant to the Obligor's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Note, upon conversion hereof at any time after the date on which the Common Stock is annexed hereto as Exhibit I so redeemed or converted, reclassified or ceases to exist (the “Notice of Conversion”"Termination Date"), shall receive, in lieu of the Borrower shall issue and deliver number of Conversion Shares that would have been issuable upon such conversion immediately prior to the Lender within four Termination Date, the securities or property that would have been received if this Note had been converted in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Note. (4f) Business Days Not later than ten (10) business days after the Conversion Date (such third day being Date, the “Conversion Delivery Date”) that Obligor will deliver, or will cause to be delivered, to the Holder a certificate or certificates representing the number of shares of Common Stock for being acquired upon the conversion of all or a portion of principalthe Principal amount of or Interest under this Note (the "Conversion Shares"). If the Obligor fails to deliver to the Holder a certificate or certificates representing the Conversion Shares pursuant to Section 4(a) of this Note by the close of business on the tenth business day after the date of exercise, interestthen the Holder will have the right to rescind such exercise. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, fees at law or expenses converted in accordance equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the foregoing. The number Obligor's failure to timely deliver certificates representing Conversion Shares upon conversion of Shares this Note as required pursuant to the terms hereof. (g) Certificates representing shares of Common Stock to be issued delivered upon each a conversion hereunder may bear restrictive legends and may be Restricted Securities as defined in the Purchase Agreement; such securities may be resold without registration under the Securities Act only in certain limited circumstances. Such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. (h) The Obligor shall at all times reserve out of its authorized and unissued shares of Common Stock a number of Conversion Shares necessary to satisfy a full conversion of the Principal amount of and Interest under this Note (the "Required Reserve Amount"). If at any time while this Note remains outstanding the Obligor does not have a sufficient number of authorized shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an "Authorized Share Failure"), then the Obligor shall take all action necessary to increase the Obligor's authorized shares of Common Stock to an amount sufficient to satisfy the Required Reserve Amount. As soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence, the Obligor shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. For the avoidance of doubt, an Authorized Share Failure shall constitute an Event of Default pursuant to Section 9 of this Note, notwithstanding the Obligor's obligation or efforts to comply with the requirements set forth in the immediately preceding sentence. (i) Upon a conversion hereunder the Obligor shall not be required to deliver stock certificates representing fractions of shares of Common Stock. All fractional shares shall be determined by dividing rounded to the nearest whole share as full, final and complete satisfaction of its obligations for any conversion hereunder. (j) The transfer of certificates for Conversion Amount by the Conversion Price. Any amount of principal converted hereunder Shares shall be available for reborrowing, at made without cost or charge to the option Holder in respect of the Lenderissue or delivery of such certificate, following provided that the Obligor 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. (bk) Subject Any and all notices or other communications or deliveries to adjustment as be provided hereinby the Holder hereunder, the conversion price (“including, without limitation, any Conversion Price”) per share Notice, shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender writing and delivered in accordance with this the Section 119.2 of the Purchase Agreement. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender 1.1 Subject to the provisions of this Part 2, all outstanding Notes (and accrued interest thereon) shall have automatically convert into the right, in its sole discretion, to convert following fully paid Shares at the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares Conversion Price on the earlier of the Company’s Common Stock, as set forth below.following events: (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower Ordinary Shares on a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion.Relevant Fund Raising; or (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator)Ordinary Shares on a Change of Control; divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator).or (c) In the event the authorized Ordinary Shares on Form F1 being declared effective or similar document of Common Stock are insufficient to cover the Lender’s conversionlisting on a non US stock exchange. 1.2 If and when a Conversion Event is proposed, the Borrower shallCompany shall give Noteholders not less than 5 Business Days’ prior written notice of the proposed Conversion Event specifying (to the best of its knowledge) the terms and prospective date of the Conversion Event (a “Conversion Notice”). Together with the Conversion Notice, upon delivery the Company shall provide the Noteholders with a draft of the Investment Agreement to be entered into by the Noteholders on completion of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with Conversion Event under this Section 11Part 2. 1.3 If the Company has given Conversion Notice to Noteholders of a proposed Conversion Event (d) Notwithstanding anything contained in this Section as required by Paragraph 1.2), and it becomes apparent to the contraryCompany that the Conversion Event is not after all to take effect, upon the delivery Company shall give notice to the Noteholders to that effect. 1.4 The service of a Conversion Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior be irrevocable and subject only to the Conversion Delivery Event taking place. If the Conversion Event does not take place within 45 Business Days of the date of the Conversion Notice, then the Conversion Notice shall automatically be deemed to have been revoked and the Company shall give Noteholders further written notice of any subsequent proposed Conversion Event to which the provisions of Paragraph 1 of this Part 2 of Schedule 2 shall then apply. 1.5 Any conversion of the Notes under this Part 2 shall be conditional on the relevant Noteholder entering into the Investment Agreement on the Conversion Date. If any Noteholder fails to enter into the Investment Agreement by 5:00 p.m. (GMT) on the Conversion Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion that Noteholder shall be null and void and no conversion shall be undertaken deemed to have appointed any person nominated for the purpose by the Borrower. (e) Borrower shall pay any and all expenses incurred or Company to be incurred by their agent and attorney to enter into the Lender in connection with having the shares Investment Agreement on behalf of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Datethat Noteholder.

Conversion. The Lender shall have Subject to the rightprovisions of Article 10 of the Indenture, in its sole discretion, to a Holder of a Note may convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving such Note into shares of Common Stock of the Company’s Common Stock, as set forth below. Company if any of the conditions specified in paragraphs (a) Lender through (g) of Section 10.01 of the Indenture is satisfied; provided, however, that if such Note is called for redemption, the conversion right will terminate at the close of business on the second Business Day before the redemption date of such Note (unless the Company shall have default in making the rightredemption payment when due, in its sole discretionwhich case the conversion right shall terminate at the close of business on the date such Default is cured and such Note is redeemed). The initial conversion price is $6.45 per share, subject to convert any outstanding and unpaid principal portion owing hereunder or adjustment under any Revolving Note, and accrued interest thereon and any fees or expenses certain circumstances as described in the Indenture (the “"CONVERSION PRICE"). The number of shares issuable upon conversion of a Note is determined by dividing the principal amount converted by the Conversion Amount”Price in effect on the Conversion Date. In the event of a conversion of a Note in a Principal Value Conversion the Company has the option to deliver cash and/or Common Stock to the Holder of the Note surrendered for such conversion as provided in Section 10.2 of the Indenture. Upon conversion, no adjustment for interest, if any (including contingent interest, if any), at Liquidated Damages, if any, or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the election of the Lender, by delivering to the Borrower a Notice of Conversion current market price (as defined hereinin the Indenture) (of the Common Stock on the last Trading Day prior to the date of giving of conversion. To convert a Note, a Holder must (a) complete and sign the Notice of Conversion being a “Conversion Date”), into fully paid conversion notice set forth below and nonassessable shares of Common Stock as deliver such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at notice to the Conversion Price Agent, (as defined herein), determined as provided herein. Upon delivery b) surrender the Note to the Borrower of a completed Notice of ConversionConversion Agent, a form of which (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Note is annexed hereto as Exhibit I (the “Notice of Conversion”)held in book-entry form, the Borrower shall issue complete and deliver to the Lender within four (4) Business Days after Depositary appropriate instructions pursuant to the Conversion Date (such third day being Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion between the “Conversion Delivery Date”) that number of shares of Common Stock record date for the payment of an installment of interest and the next interest payment date, the Note must be accompanied by payment of an amount equal to the interest (including contingent interest, if any) and Liquidated Damages, if any, payable on such interest payment date on the principal amount of the Note or portion thereof then converted; provided, however, that no such payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the interest payment date. A Holder may convert a portion of principala Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder has delivered a Purchase Notice or a Change of Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Note as provided in Section 3.08 or Section 3.09, interestrespectively, fees or expenses of the Indenture may be converted only if such notice of exercise is withdrawn as provided above and in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option terms of the Lender, following such conversionIndenture. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender 6.1 If at any time prior to the Maturity Date, the Prepayment Date, the Acceleration Date, and the Financing Date, the Payor or its parent shall have merge with or become a subsidiary of a publicly-traded company or the rightPayor or its parent shall become publicly traded, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under then this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and together with accrued unpaid interest thereon and any fees or expenses (the “Conversion Amount”), outstanding at the election close of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (business on the date of giving such event (a "Conversion Event") shall automatically convert into the Conversion Shares (as hereinafter defined) at the purchase price of one dollar per share of Common Stock of Payor, subject to adjustment in accordance with the Notice anti-dilution provisions set forth in this Section 6. 6.2 At any time prior to the Maturity Date, and at any time prior to the Prepayment Date, the Acceleration Date, and the Financing Date, provided that Payor shall give Payee not less than five (5) days prior written notice of any such dates or the event triggering the Acceleration Date, the Prepayment Date, or the Financing Date, the Payee may, at its sole option, exercisable in writing to the Payor at its address set forth above, convert the principal amount of this Note, together with accrued unpaid interest thereon, outstanding (the "Conversion being a “Conversion Option") at the close of business on the date of such exercise (the "Effective Date”") convert, in whole or in part, the then outstanding principal amount of this Note, together with accrued unpaid interest thereon (the "Optional Conversion"), into into, fully paid and nonassessable shares of Common Stock as (the "Conversion Shares") at the purchase price of one dollar per share of Common Stock of Payor, subject to adjustment in accordance with the anti-acceleration provisions set for in this Section 6. 6.3 To exercise the Conversion Option, the holder hereof shall give written notice to Payor that it elects to convert the principal amount of this Note, together with accrued unpaid interest thereon, into Conversion Shares in accordance with the provisions of Section 6.1 above (the "Conversion Notice"). The Conversion Notice shall specify the name or names in which the holder wishes the certificates for the Conversion Shares to be registered, together with the address or addresses of the persons so named, provided such stock exists Conversion Shares may not be registered in the name of a person or persons other than the holder of this Note unless the holder and such other person first comply with all applicable restrictions on the Closing Datetransfer of Conversion Shares. 6.4 Promptly after the delivery of the Conversion Notice to Payor, Payor shall cause to be delivered to the holder and/or Payor's designees' certificates representing the number of Conversion Shares into which this Note is being converted rounded up to the nearest whole share in the case of any fractional share. Conversion of this Note shall be deemed to have been made at the close of business on the date the Conversion Notice is delivered to Payor or a Conversion Event occurs, so that interest shall not accrue from and after such date on the principal amount of this Note converted and the person or persons entitled to receive Conversion Shares upon such conversion shall be treated for all purposes as having been the record holder or holders thereof at such time and such conversion shall be at the Conversion Rate in effect at such time. The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the holder of this Note for any tax in respect of the issuance of such certificates. Upon Payor's (i) delivery of the certificates for the Conversion Shares to the holder of this Note and/or its designees and (ii) payment of the cash adjustment, if any, due to the holder of this Note pursuant to the terms of this Article 6, the holder of this Note shall surrender this Note to Payor. 6.5 Payor shall at all times keep available out of its authorized but unissued shares of capital stock Common Stock, solely for effecting the conversion of this Note, the full number of whole Conversion Shares then deliverable upon conversion of the Company into which such Common Stock shall hereafter be changed or reclassifiedentire principal amount of this Note, and accrued unpaid interest thereon, at the Conversion Price (time outstanding. Payor shall take at all times such corporate action as defined herein)shall be necessary in order that Payor may validly and legally issue fully paid and nonassessable shares of Common Stock in accordance with the provisions of this Article 6. 6.6 In the event Payor at any time or from time to time shall make or issue, determined as provided herein. Upon delivery or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or distribution payable in securities of Payor other than Common Stock, then, and in each such event, provisions shall be made so that the holder of this Note shall receive upon conversion thereof, in addition to the Borrower number of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”)Conversion Shares receivable thereupon, the Borrower shall issue amount of securities of Payor which such holder would have received had this Note been converted into shares of Common Stock on the date of such event and deliver had the holder retained such securities thereafter, during the period from the date of such event to and including the conversion date, giving effect to all adjustments to the Lender within four (4) Business Days after Conversion Rate during such period with respect to the Conversion Date (rights of the holder of this Note. 6.7 If the shares of Common Stock issuable upon the conversion of this Note shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then and in each such third day being event the “Conversion Delivery Date”) that holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change, by holders of the number of shares of Common Stock for the portion of principalinto which this Note might have been converted immediately prior to such reorganization, interestreclassification or change, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock all subject to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to further adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) 6.8 In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of: (1) any taking by Payor of a completed Notice record of Conversion, cause any of the number holders of authorized Shares any class of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay securities for any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stockpurpose, including, but not limited to, determining the holders who are entitled to receive any expense incurred dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or (2) any meeting of holders of any class of securities of Payor or any action by holders of any class of securities of Payor without a meeting; or (3) any capital reorganization of Payor, any reclassification of recapitalization of the capital stock of Payor or any transfer of all or substantially all of the assets of Payor to or consolidation or merger of Payor with or into any other person; or (4) any proposed issue or grant by Payor to the holders of Common Stock of any shares of stock of any class or any other securities (including but not limited to convertible securities), or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities; (5) any proposed sale of Common Stock in the manner described in Section 6.8, then and in such event, Payor will mail or cause to be incurred by mailed to the Lender holder of record of this Note a notice specifying (i) the date on which any such record is or was to be taken and the purpose therefor, (ii) the date and purpose of any shareholders meeting or proposed shareholders action without meeting, (iii) the date on which any such sale, reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock are to surrender or exchange such shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up and (iv) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least fifteen (15) days prior to the record date, shareholders meeting (or shareholders action without meeting) or other event specified in order to have a legal opinion of counsel issued after the Closing Date.this Section 6.8

Conversion. The Lender shall have the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have At the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election option of the Lender, at the Maturity Date or at any time and from time to time, the Outstanding Amount shall be convertible, in whole or in part, into the number of shares of Common Stock of Orgenesis Inc., the parent company of Koligo Therapeutics Inc., equal to the quotient obtained by dividing (x) the Outstanding Amount by (y) the Conversion Price. The “Initial Installment Conversion Price” for the Outstanding Amount relating to the Initial Installment shall be a price per share of Common Stock equal to $2.50; subject to proportional adjustment in the event of a Common Stock share-split. He “Subsequent Installment Conversion Price” for the Outstanding Amount relating to the Subsequent Installment(s) shall be a price per share of Common Stock equal to $3.50; subject to proportional adjustment in the event of a Common Stock share-split. The Lender may effect one or more conversions by delivering to the Borrower a Notice of Conversion written notice (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversioneach, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), specifying therein the Outstanding Amount and accrued interest, if any, to be converted, and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. Following the applicable Conversion Date, a Conversion completed pursuant to this Section 2(a)(i) shall have the effect of reducing the Outstanding Amount in amount equal to the Convertible Loan set forth in the corresponding Notice of Conversion. L▇▇▇▇▇ agrees that it shall not deliver a Notice of that upon effect results in the holder to beneficially own more than 19.99% of the then outstanding shares of Orgenesis Inc. Common Stock. For the avoidance of doubt, the Borrower may reject or modify, upon mutual agreement of Borrower and Lender, a Notice of Conversion duly delivered by the Lender if such conversion would result in the Lender to beneficially own more than 19.99% of the then outstanding shares of Orgenesis Inc. Common Stock. The Parties shall maintain records showing the total Outstanding Amount converted and the date of each such Conversion. (b) Lender may elect to, instead of the conversion of the Outstanding Amount as per section 6(a) into Common shares of Orgenesis Inc, convert the entire Outstanding Amount into the securities of Borrower pursuant to a the first issuance of equity of the Borrower under which the Borrower raises at least $5,000,000 in gross proceeds (“Qualified Financing”) at a price per share equal to seventy five percent (75%) of the price per share paid for each share of the equity securities purchased for cash by the investors in such a Qualified Financing. The equity issued upon said conversion shall have all preferential and associated rights with the highest class of equity issued in such Qualified Financing. In the event of the Borrower being listed on a public securities exchange, Lender shall have the option to submit a Notice of Conversion to convert the Outstanding Amount at a 25% premium to the volume weighted average price of the Borrower’s equity over the preceding five (5) days as reported by Bloomberg (“5-Day VWAP”), provided that any such conversion shall not result in the Lender to beneficially own more than 19.99% of the then beneficial shares of the Borrower. In the event of an acquisition of the Borrower (“Acquisition”), prior to the closing of such acquisition, Lender shall have the option to convert outstanding principal and accrued interest into equity securities of the Borrower at a price equivalent to seventy five percent (75%) of the price paid by such buyer to acquire the Borrower. Borrower shall provide notice to Lender in anticipation of such Qualified Financing at least five (5) days prior to the closing of such Qualified Financing or Acquisition. (c) Upon the conversion pursuant to Section 6(a) above, the rights of repayment of the Outstanding Amount shall be extinguished, and the Lender shall surrender this Agreement. As soon as practicable the Borrower into whose shares the Outstanding Amount is converted, shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11capital contribution certificate. (d) Notwithstanding anything contained in this Section to The shares issued upon conversion of the contraryOutstanding Amount, upon the delivery free from preemptive rights or any other actual contingent purchase rights of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to persons other than the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower The conversion of the Outstanding Amount into equities shall pay any and all expenses incurred or be made without charge to be incurred by the Lender in connection with having for any documentary stamp or similar taxes upon conversion. (f) The Lender understands that the securities of Borrower or shares of Common Stock issued pursuant of Orgenesis Inc., as applicable, issuable upon conversion of the Outstanding Amount will be “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”) and may not be sold, pledged, assigned or transferred and must be held indefinitely in the absence of (i) an effective registration statement under the 1933 Act and applicable state securities laws with respect thereto or (ii) an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act as evidenced by an opinion of counsel satisfactory to this Section and the restrictive legend removed from Borrower that such registration is not required. The certificates for the share certificates evidencing said securities of Borrower or shares of Common StockStock of Orgenesis Inc., includingas applicable, but not limited toissuable upon conversion of the Outstanding Amount shall bear the following or similar legend (in addition to such other restrictive legends as are required or deemed advisable under any applicable law or any other agreement to which the Borrower is a party): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION, AN AVAILABLE EXEMPTION THEREFROM, OR A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATES. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” (g) The Lender consents to the Borrower making a notation on its records or giving instructions to any expense incurred transfer agent of the securities of Borrower or to be incurred by the Lender shares of Common Stock of Orgenesis Inc. in order to have a legal opinion of counsel issued after implement the Closing Daterestrictions on transfer set forth and described herein.

Conversion. The Lender shall have Upon the rightclosing of the Merger (as referred to in the Note Agreement), in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due all of Shockwave's indebtedness under this Agreement or under any Revolving Note shall become convertible into shares equity securities of the Company’s Common Stocksurviving corporation, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses Shockwave (the “Conversion Amount”"SERIES NEXT PREFERRED Stock"), at issued in Shockwave's next private equity financing (the election of "NEXT EQUITY FINANCING"), provided the Lender, by delivering Next Equity Financing closes prior to the Borrower a Notice Maturity Date of Conversion (as defined herein) (this Note. Upon the date Next Equity Financing, Borrower's indebtedness under this Note shall automatically be converted into that number of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Shockwave's Series Next Preferred Stock that is equal to the dollar amount of all principal outstanding and interest accrued as such stock exists on the Closing Date, or any shares of capital stock of the Company date of conversion being converted into stock by Holder, divided by the price per share of Shockwave's Series Next Preferred Stock at which such Common Series Next Preferred Stock shall hereafter is or will be changed or reclassifiedoffered to other Series Next Preferred Stock investors (the "CONVERSION PRICE"); provided, at however, that the Conversion Price will automatically, equitably and proportionally be adjusted to reflect any subdivision (as defined hereinstock split), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I combination (the “Notice of Conversion”reverse stock split), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees stock dividend or expenses converted in accordance with the foregoingother recapitalization affecting Shockwave's Series Next Preferred Stock. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event that the authorized Shares Merger Agreement (as referred to in the Note Agreement) is terminated according to its terms, all of Common Borrower's indebtedness under this Note shall automatically be converted into Borrower's Series D Preferred Stock are insufficient based upon a fully diluted pre-money valuation of Borrower's equity of $75,000,000 (the "BORROWER CONVERSION PRICE"); provided, however, that the Conversion Price will automatically, equitably and proportionally be adjusted to cover reflect any subdivision (stock split), combination (reverse stock split), stock dividend or other recapitalization affecting Borrower's Series D Preferred Stock. Such Series D Preferred Stock received by Holder will have rights, privileges, preferences and restrictions no less favorable than Borrower's Series C Preferred Stock in existence on the Lender’s conversiondate of the Note Agreement and any Series D Preferred Stock issued subsequent to that date, and will have a liquidation preference based upon the price per share of the Series D Preferred Stock. Borrower shallcovenants and agrees with Holder that Borrower will not in any way alter, upon delivery amend or modify any of a completed Notice the rights, preferences, privileges or restrictions of ConversionBorrower's Series D Preferred Stock, cause or to issue, eliminate or reduce the number of authorized Shares shares of Common Stock Borrower's Series D Preferred Stock. Upon the conversion of Borrower's outstanding indebtedness hereunder pursuant to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required this Section, Borrower, at its expense, will as soon as practicable cause to be issued in the name of and delivered to Lender in accordance with Holder, a certificate or certificates for the number of fully paid and nonassessable shares of Borrower's Series D Preferred Stock to which Holder is entitled upon such conversion. Such certificates will include legends required federal and applicable state securities laws. No fractional shares will be issued upon any conversion of this Section 11. (d) Notwithstanding anything contained in this Section to the contraryNote or any part hereof. If, upon the delivery any conversion of this Note, a fraction of a Notice of Conversion to the share would otherwise result, then Shockwave or Borrower, as the Borrower shall have the rightcase may be, on or prior to the Conversion Delivery Date, to deliver to the Lender will pay Holder an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the fair market value of one share of the type and class of capital stock issuable to Holder upon such conversion (determined in accordance with the Conversion Amount to Price or Borrower Conversion Price, as the Lendercase may be, said Notice applicable at the time of Conversion shall be null and void and no conversion shall be undertaken 2 194 such conversion), multiplied by the Borrowerfraction of a share of stock to which Holder would otherwise be entitled. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender shall have the right(a) Subject to applicable NASDAQ listing rule limitations (including, in its sole discretionif applicable, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of approval by the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”stockholders), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (any time following the date of giving of this Note and up to the Notice of Conversion being a “Conversion Maturity Date”), the then outstanding Obligations under this Note (or any portion thereof) may be converted into fully paid and nonassessable shares of Company Common Stock, $0.0001 par value per share (the “Conversion Shares”), at the sole election of Lender upon written notice to the Company (the “Conversion Notice”), which Conversion Notice shall state the proposed effective date of such conversion (which date shall be no fewer than ten (10) business days following the date of delivery of the Conversion Notice) (the “Conversion Date”). The Obligations hereunder shall convert at a conversion price equal to $3.00 per share, subject to adjustment for any stock dividend, stock split, combination or other similar recapitalization event with respect to the Company’s Common Stock (each a “Recapitalization Event”); provided, however, that if prior to the Maturity Date the Company offers and sells its Common Stock (or other securities that are convertible into or exercisable for shares of Common Stock) in a private placement primarily intended to raise capital at a price per share of Common Stock of $2.50 or less (subject to adjustment for any Recapitalization Event), then the conversion price of the Obligations under this Note shall be reduced to such Common Stock offer price plus $0.50 per share (the applicable conversion price with respect to a conversion under this Section 6(a) hereinafter is referred to as the “Conversion Price”). (b) Notwithstanding the conversion rights set forth in Section 6(a) above, subject to applicable NASDAQ listing rule limitations (including, if applicable, approval by the Company’s stockholders), in the event that the closing bid price per share of Company Common Stock as such stock exists traded on the Closing Dateprincipal securities exchange or securities market on which the Common Stock are then traded equals or exceeds $10.00 (subject to adjustment for any Recapitalization Event) for ten (10) Trading Days (as defined below) in any fifteen- (15-)Trading Day period, the then-outstanding Obligations under this Note (or any shares of capital stock portion thereof) may be converted into Conversion Shares, at the sole election of the Company following delivery of the Conversion Notice to Lender, which Conversion Notice shall state the proposed Conversion Date (which date, for the sake of clarity, shall be no fewer than ten (10) business days following the date of delivery of the Conversion Notice) at a conversion price equal to the then-current Conversion Price. (c) Notwithstanding anything in this Section 6 to the contrary, the Company shall not effect the conversion of this Note, and Lender shall not have the right to convert this Note, to the extent that the aggregate number of Conversion Shares issued upon conversion of this Note and the other Notes issued under the Note Agreement (together with any other securities issued by the Company that are deemed integrated into which such the issuance of the Notes under the Note Agreement pursuant to applicable NASDAQ listing rules) would be in excess of 19.99% of the shares of Company Common Stock shall hereafter be changed or reclassified, at outstanding immediately prior to the Conversion Price (as defined hereinissuance of this Note. In the event the holders of the Notes issued under the Note Agreement elect to convert the Notes pursuant to Section 6(a), determined as provided herein. Upon delivery and such Notes will not be fully convertible due to the Borrower limitations set forth in this Section 6(c), the Company shall use its commercially reasonable efforts to obtain stockholder approval of the issuance of the Notes in accordance with NASDAQ listing rule 5635(d) as soon as reasonably practicable, including by calling a completed Notice special meeting of Conversionstockholders. For purposes of this Section 6(c), the terms “commercially reasonable efforts” shall include, without limitation, the obligation of the Company take all action necessary to call a form meeting of which is annexed hereto as Exhibit I its stockholders (the “Notice Stockholders Meeting”), which shall occur not later than 90 days after Lender’s request for the same (the “Stockholders Meeting Deadline”), for the purpose of Conversionseeking approval of the Company’s stockholders for, among other things, the issuance and sale of the Conversion Shares to Lender (the “Proposal”). In the event the Proposal is not approved by the Company’s stockholders at the Stockholders Meeting, the Company shall take all action necessary to call up to three (3) additional meetings of its stockholders (each a “Subsequent Stockholders Meeting”) for the purpose of seeking approval of the Proposal, to be held promptly following the completion of the Stockholders Meeting and in no event more than one year after Lender’s request for the same, to the extent reasonably practicable. In connection with the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials (or, if permitted, notice of the availability of such proxy materials) to the stockholders of the Company. Lender shall promptly furnish in writing to the Company such information relating to such Lender and its investment in the Company as the Company may reasonably request for inclusion in each Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, each a “Proxy Statement”) and any form of proxy to be sent or made available to the stockholders of the Company in connection with the Stockholders Meeting or, if applicable, each Subsequent Stockholders Meeting, and each Proxy Statement shall not, on the date that such Proxy Statement (or any amendment thereof or supplement thereto) is first mailed or made available to stockholders or at the time of the Stockholders Meeting or any Subsequent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting or, if applicable, any Subsequent Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the applicable Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Lender thereof. (d) Upon the Conversion Date with respect to a conversion of this Note pursuant to either Section 6(a) or 6(b) above, Lender hereby agrees to deliver the original of this Note to the Company for cancellation (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby Lender agrees to indemnify the Company from any loss incurred by it in connection with this Note); provided, however, that upon the Conversion Date, this Note (or portion thereof) shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. (e) On or before the second Trading Day following the Conversion Date (the “Share Delivery Date”), the Borrower shall issue and deliver to Company shall, (i) provided that the Lender within four Company’s transfer agent is participating in The Depository Trust Company (4“DTC”) Business Days after the Conversion Date Fast Automated Securities Transfer Program (such third day being the “Conversion Delivery DateFAST Program”) that and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of Lender, credit such aggregate number of shares of Common Stock to which Lender is entitled pursuant to such exercise to Lender’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (ii), if the Company’s transfer agent is not participating in the FAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Conversion Notice or as provided by Lender to the Company, a certificate, registered in the Company’s share register in the name of Lender or its designee, for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares shares of Common Stock to be issued upon each conversion which Lender is entitled pursuant to such exercise. Upon the Conversion Date, Lender shall be determined by dividing Conversion Amount by deemed for all corporate purposes to have become the holder of record of the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowingShares with respect to which this Note (or portion thereof) has been converted, at the option irrespective of the Lender, following date such conversion. (b) Subject Conversion Shares are credited to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) Holder’s DTC account or the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) date of delivery of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stocksuch Conversion Shares, including, but not limited to, any expense incurred or to be incurred by as the Lender in order to have a legal opinion of counsel issued after the Closing Datecase may be.

Conversion. The Lender shall have 5.1 Subject to the rightLockup Period and Clause 5.9, the Noteholders may, in its sole their absolute discretion, from time to convert time, by one or more Conversion Notices to the outstanding principal and any accrued interestCompany, fees or expenses due under this Agreement or under any Revolving Note into shares elect to Convert such portion of the Company’s Common Stockprincipal amount of the Advance and/or any interest thereon, as set forth belowis specified in each Conversion Notice. 5.2 Upon receipt of any Conversion Notice, the Company will allot and issue to the Noteholders (ain the manner specified in the Conversion Notice) Lender shall have the right, in its sole discretion, Applicable Percentage of such number of Ordinary Shares (rounded down to convert any outstanding the nearest whole share) as is equal to the aggregate of the Conversion Amount and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses the Conversion Repayment Fee (the “Total Conversion Amount”), at the election of Total Conversion Amount being divided by the Lender, by delivering to Fixed Premium Placing Price and the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that relevant number of shares of Common Stock for the portion of principal, interest, fees or expenses converted Ordinary Shares being Admitted in accordance with the foregoing. Clause 5.5. 5.3 The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount relevant repayment fee payable by the Company to the Noteholders in their Applicable Percentage arising from a Conversion Price. Any amount of principal converted hereunder shall will be available for reborrowing, at reduced from the option of the Lender, following such conversion. (b) Subject Repayment Fee to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the a sum representing five (5) trading days immediately prior per cent of the principal amount of the Advance or Advances then outstanding and to be repaid by the Conversion Date as indicated in the Notice of Conversion Company (the denominator“Conversion Repayment Fee”). 5.4 For the avoidance of doubt, any Conversion may relate to principal only, interest only or both principal and interest. 5.5 Any amount to be satisfied pursuant to a Conversion shall not be satisfied until such time as the allotment and issue of the relevant number of Ordinary Shares to the Noteholders (cin the manner specified in the Conversion Notice) In has been completed. Such Ordinary Shares shall be allotted and issued as soon as practicable and in any event by no later than the event five (5thth) Trading Day following the authorized Shares date of Common Stock are insufficient to cover the Lender’s conversionrelevant Conversion Notice. 5.6 The Company acknowledges and agrees that, the Borrower shall, upon following delivery of a completed Notice Conversion Notice, each Noteholder may, subject to Clause 10, sell any or all of Conversion, cause the number of authorized Ordinary Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section it pursuant to the contrary, upon such Conversion Notice prior to the delivery of a Notice of Conversion such Ordinary Shares to the BorrowerNoteholders. 5.7 If any Reorganisation takes place after the date of this Agreement such amendments to the Fixed Premium Placing Price shall be made as the auditors of the Company shall certify to be fair and reasonable. The Company shall procure that its auditors are instructed to determine any such changes as soon as reasonably practicable upon any such Reorganisation taking effect and to report such changes to the Noteholders and the Company in writing, in default of which the Borrower Noteholders may instruct such expert as it sees fit to make such determination. The Company’s auditors (or such expert as is appointed by the Noteholders) shall have be deemed to be acting as experts and not as arbitrators and their determination shall, in the rightabsence of manifest error, be final and binding on or the parties. The fees of the Company's auditors (and such expert as is appointed by the Noteholders) shall be borne by the Company. 5.8 If prior to the Conversion Delivery Date, Maturity Date the Company issues and allots new Ordinary Shares (“New Share Issuance”) in the Company at price per share below the Reference Price then the Fixed Premium Placing Price shall be amended to deliver 110% of the price per share of the relevant New Share Issuance. For the avoidance of doubt the exercise of any warrants granted prior to the Lender an amount in cash equal to date of this Agreement or the Conversion Amount as specified exercise of any options in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion Company shall not be null and void and no conversion shall be undertaken by the Borrowerdeemed a New Share Issuance. 5.9 Each Noteholder agrees that no more than 63.3% of any Advance (ebeing principal and interest) Borrower shall pay any may be converted at the Fixed Premium Placing Price. Accordingly, and all expenses incurred or to as a worked example, no more than £950,000 of the Initial Advance may be incurred by converted at the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing DateFixed Premium Placing Price.

Conversion. The Lender shall have mode of carrying the right, in its sole discretion, to convert Merger into effect and the outstanding principal manner and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note basis of converting the shares of S▇▇▇▇▇ into shares of the Company’s Common Stock, New Millennium are as set forth below.follows: (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein9.1. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that The aggregate number of shares of S▇▇▇▇▇ 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 500,000 shares of New Millennium Common Stock adjusted by any increase for the portion of principal, interest, fees or expenses converted in accordance with the foregoingfractional shares and reduced by any Dissenting Shares (defined below). The number of Shares of New Millennium Common Stock to be issued upon each conversion hereunder ("the New Millennium Shares") will be issued pursuant to 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 THE COMPANY. 9.2. Upon completion of the Merger, there shall be determined 24,500,000 shares of New Millennium Common Stock issued and outstanding, subject to such adjustments, held as follows: 500,000 common shares held by dividing Conversion Amount G▇▇▇▇▇ ▇▇▇▇▇ and 24,000,000 common shares held by the Conversion Priceother shareholders of New Millennium. Any The management of New Millennium will not consolidate, reverse split or rollback the common shares of New Millennium during the one-year period in which G▇▇▇▇▇ ▇▇▇▇▇ is restricted from selling the 500,000 shares of New Millennium stock. Such dilution would have an adverse effect on the amount and value of principal converted hereunder shares issued to G▇▇▇▇▇ ▇▇▇▇▇ by New Millennium. 9.3. All outstanding Common or Preferred Stock of S▇▇▇▇▇ and all warrants, options or other rights to its Common or Preferred Stock shall be available for reborrowing, at the option retired and canceled as of the Lender, following such conversionMerger Date. (b) Subject 9.4. Each share of S▇▇▇▇▇ Common Stock that is owned by S▇▇▇▇▇ as treasury stock shall, by virtue of the Merger and without any action on the part of S▇▇▇▇▇, be retired and canceled as of the Merger Date. 9.5. Each certificate evidencing ownership of shares of New Millennium Common Stock issued and outstanding on the Merger Date or held by New Millennium in its treasury shall continue to adjustment as provided herein, evidence ownership of the conversion price (“Conversion Price”) per share same number of shares of New Millennium Common Stock. 9.6. New Millennium Common Stock shall be equal issued to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) holders of S▇▇▇▇▇ Common Stock in exchange for their shares on a prorata bases in accordance with each holder's relative ownership of the lowest daily volume weighted average price of the Company’s S▇▇▇▇▇ Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator)that is being exchanged. (c) In the event the authorized Shares 9.7. The shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of New Millennium Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of issued in exchange for S▇▇▇▇▇ Common Stock required hereunder shall be proportionately reduced by any shares owned by S▇▇▇▇▇ shareholders who shall have timely objected to be issued to Lender the Merger (the" Dissenting Shares") in accordance with this Section 11the provisions of the General Corporation Law of Delaware, as provided therein. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender (a) Subject to the terms and conditions contained in this Section 6, the Series D-1 Preferred Shares shall be convertible as follows: (i) from and after the Issue Date, the holders of Series D-1 Preferred Shares shall have the right, in its sole discretionat their option (the “Optional Conversion Right”), to convert the outstanding principal and any accrued interest, fees some or expenses due under this Agreement or under any Revolving Note into shares all of the Company’s Common Stock, their Series D-1 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 dividing the aggregate Liquidation Preference plus an amount equal to all accrued and unpaid dividends from the date immediately following the immediately preceding Dividend Payment Date to the date of conversion of such specified Series D-1 Preferred Shares by the Conversion Price (each an “Optional Conversion”); and (aii) Lender at any time following the date that is twenty-four (24) months following the Issue Date, provided that for the previous 30 consecutive full Trading Days prior to the Corporation Conversion Election Date (A) both the one-day VWAP and the daily Closing Price of a Common Share are each in excess of $50.66 (as adjusted for Common Share Events) and (B) Common Shares with an aggregate value of at least $10,000,000 have been traded on the Trading Market on each of such 30 consecutive full Trading Days, the Corporation shall have the right, in at its sole discretionoption (the “Mandatory Conversion Right”), to convert any up to such number of the outstanding shares of Series D-1 Preferred Shares as otherwise permitted under Section 7 into the number of fully paid and non-assessable Common Shares obtained by dividing the aggregate Liquidation Preference plus an amount equal to all accrued and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (dividends from the “Conversion Amount”), at date immediately following the election of the Lender, by delivering immediately preceding Dividend Payment Date to the Borrower a Notice of Conversion (as defined herein) (the date of giving conversion of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at Series D-1 Preferred Shares by the Conversion Price (as defined hereinthe “Mandatory Conversion”); provided, determined as provided herein. Upon delivery however, such Mandatory Conversion Right may not be exercised by the Corporation more than two (2) times in any twelve (12) month period. (b) Any Optional Conversion or the Mandatory Conversion shall be subject to the Borrower following terms and conditions, as applicable: (i) In order to exercise the Optional Conversion Right, the holder of Series D-1 Preferred Shares shall send a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I written notice to the Corporation (the “Holder Conversion Election Notice”) stating that the holder thereof has elected to convert Series D-1 Preferred Shares. The Holder Conversion Election Notice shall also state the number of Series D-1 Preferred Shares such holder wishes to convert and the number of Common Shares to be issued by the Corporation to such holder pursuant to the Optional Conversion”. The holder of Series D-1 Preferred Shares shall include with the Holder Conversion Election Notice the certificate or certificates representing the Series D-1 Preferred Shares to be converted duly endorsed or assigned to the Corporation or in blank. As promptly as practicable, but in no event later that fifteen (15) Business Days, following receipt of a Holder Conversion Election Notice and the certificate or certificates representing the Series D-1 Preferred Shares to be converted, the Corporation shall (or shall cause a transfer agent for the Common Shares to) issue and shall deliver a certificate or certificates for the number of full Common Shares issuable upon such Optional Conversion, together with payment in lieu of any fraction of a share, as provided in Section 6(d), to such holder. If fewer than all the Borrower Series D-1 Preferred Shares represented by a certificate delivered to the Corporation pursuant to this Section 6(b)(i) are to be converted pursuant to a Holder Conversion Election Notice, upon such conversion the Corporation shall (or shall cause a transfer agent for the Series D-1 Preferred Shares to) also issue and deliver to the Lender within four (4) Business Days after holder of Series D-1 Preferred Shares a new certificate representing the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Series D-1 Preferred Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversionnot so converted. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The (a) At any time or from time to time after the occurrence and during the continuance of an Event of Default, or four hundred fifty (450) days after NDA Filing, Lender shall have the rightoption to convert, in its sole discretionwhole or in part, to convert the outstanding principal balance of and any all accrued interestinterest on the Pre-Approval Note, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s common stock of Borrower ("Common Stock") in accordance with the provisions of this Agreement. At any time or from time to time, as set forth below. (a) Lender shall have the rightoption to convert, in its sole discretionwhole or in part, to convert any the outstanding principal balance of and unpaid principal portion owing hereunder or under any Revolving all accrued interest on the First Year Sales Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as in accordance with the provisions of this Agreement. Notwithstanding the foregoing, in the event that Lender exercises its conversion rights under this Section 2.07 to convert in part outstanding principal and interest amounts under the Notes and such stock exists on the Closing Date, or any shares conversion results in Lender owning in excess of capital stock twenty percent (20%) of the Company into which such outstanding Common Stock shall hereafter be changed or reclassifiedStock, at then promptly following written notice thereof to Lender by Borrower, Lender will exercise its conversion rights with respect to any remaining principal and interest under the Conversion Price (as defined herein), determined as provided hereinNotes. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that The number of shares of Common Stock for into which the portion of principal, interest, fees or expenses Notes may be converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); total amount of outstanding principal balance and accrued interest being converted, divided by (ii) eighty-five percent (85%) the Fair Market Value as of the lowest daily volume weighted average price Conversion Effective Date (as defined below); provided, however, that if Lender converts any portion of the Company’s Notes after the occurrence of an Event of Default under Section 7.01 (a) or 7.01(d) hereof and after a notice referred to in Section 7.02, then the number of shares of Common Stock into which the Notes may be converted shall be equal to (i) the total amount of outstanding principal balance and accrued interest being converted, divided by (ii) the Default Conversion Price as of the Conversion Effective Date. (Shares issued upon conversion of the Notes are sometimes referred to herein as the "Conversion Shares.") Promptly following Lender's written request, Borrower will inform Lender in writing of the percentage of the outstanding Common Stock owned by Lender. Notwithstanding the foregoing, Lender may not convert any or all of the outstanding principal balance of and accrued interest on the Notes within twenty (20) days of any sale of Common Stock by Lender or its Affiliates, provided that this twenty (20) day waiting period shall not apply to the conversion of the Notes after the occurrence and during the continuance of an Event of Default under Section 7.01(a) or 7.01(d) hereof or an Event of Default under Section 7.01(g) or 7.01(h). (b) Lender must give written notice to Borrower of its intent to convert the Notes into Conversion Shares. Such notice must state (i) the amount of the outstanding principal and interest under the Notes to be converted, (ii) the name or names in which the certificate(s) for the Conversion Shares are to be issued, and (iii) the date upon which such conversion shall be effective, which shall be at least five (5) trading days immediately after the date on which such notice is given (the "Conversion Effective Date"); provided, however, that if Borrower irrevocably pays and satisfies prior to the Conversion Effective Date as indicated the amount of the outstanding principal and interest to be converted pursuant to the notice, then Lender's right to convert such principal and interest into Common Stock shall terminate. Notwithstanding anything to the contrary in Section 2.07(a) above, if such notice of conversion is given after the Notice occurrence and during the continuance of Conversion (an Event of Default, such notice shall remain valid and such conversion shall remain effective if thereafter such Event of Default is not continuing. Promptly upon delivery of such notice, Borrower shall inform Lender of the denominator)aggregate percentage of Borrower's capital stock Lender will hold after such conversion. (c) In Upon the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversionConversion Effective Date, the outstanding principal and interest under the Notes shall be deemed paid in the amount of the portion of the Notes converted by Lender. After the Conversion Effective Date, Borrower shall, upon delivery of as soon as is practicable, issue and deliver to Lender at its principal office a completed Notice of Conversion, cause certificate or certificates for the number of authorized Conversion Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to which Lender in accordance with this Section 11is entitled upon such conversion. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the rightpurpose of effecting the conversion of the Notes such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of the Notes; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the entire outstanding principal balance of and accrued interest on the Notes, on or prior in addition to the Conversion Delivery Datesuch other remedies as shall be available to Lender, Borrower shall use its best efforts to deliver to the Lender an amount in cash equal to the Conversion Amount take such corporate action as specified in the Notice of Conversion andmay, in the event opinion of counsel, be necessary to increase its authorized but unissued shares of Common Stock to such delivery number of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shares as shall be null and void and no conversion shall be undertaken by the Borrowersufficient for such purposes. (e) Borrower Upon conversion of the Notes pursuant to this section, the Conversion Shares shall pay any be included in the definition of "Shares" for all purposes of the Stock Purchase Agreement dated as of the same date hereof, as amended, modified or supplemented from time to time, between Lender and all expenses incurred or to be incurred by the Lender in connection with having the shares Borrower. (f) Any conversion of Common Stock issued Notes pursuant to this Section and 2.07 shall be subject to compliance with the restrictive legend removed from ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇"), together with any other requirements for governmental consents. If any filing under the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender HSR Act is required in order to have consummate such conversion, each of Borrower and Lender shall cooperate and work diligently to make such filing and obtain the termination or expiration of the waiting period promptly. In the event of a legal opinion delay in the conversion of counsel the Notes by reason of the need to obtain governmental consents, the number of Conversion Shares to be issued after shall be the Closing Datesame as if the conversion had occurred on the originally specified Conversion Effective Date (i.e., without any change by reason of the delay in conversion or any subsequent change in the market value of the Conversion Shares).

Conversion. (a) The Lender shall have the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares conversion price for each share of the Company’s Common Stock, Series E Preferred Stock shall equal $2.13 and shall be subject to adjustment as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses Section 8 below (the “Conversion AmountPrice”). Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each share of Series E Preferred Stock shall be convertible in accordance with the terms of this Section 8, at any time and from time to time from and after February 28, 2019 at the election option of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”)holder thereof, into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for determined by dividing the portion Liquidation Preference of principalsuch share of Series E Preferred Stock, interestplus the aggregate accrued or accumulated and unpaid dividends thereon through the Conversion Date (as defined below), fees or expenses converted by the Conversion Price in accordance effect on the Conversion Date. A holder of the Series E Preferred Stock shall effect any such conversion by providing the Corporation with a written conversion notice (each, a “Notice of Conversion”). Each Notice of Conversion shall specify the foregoing. The number of Shares shares of Common Series E Preferred Stock to be issued upon each converted, the number of shares of Series E Preferred Stock owned prior to the conversion at issue, the number of shares of Series E Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effective (such effective date, the “Conversion Date”); provided, however, that the Conversion Date may not be less than 30 days after the date on which the Notice of Conversion is delivered to the Corporation. If a Conversion Date is not specified, or is less than 30 calendar days after delivery of the Notice of Conversion, the Notice of Conversion shall be determined by dividing Conversion Amount by effective on the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing30th day (or if such day is not a Business Day, at the option next Business Day) following delivery of the Lender, following such conversionNotice of Conversion. (b) Subject to adjustment as provided hereinUpon receipt of a Notice of Conversion, the conversion price Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-converting Holder”), that a Notice of Conversion Price”) per share has been delivered and provide each Non-converting Holder with a copy of such Notice of Conversion. The Board shall be equal deliver a waiver of the Ownership Limit to (i) the Conversion Amount (the numerator); divided by (ii) eightya Non-five percent (85%converting Holder pursuant to Article IX(A)(7) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately Articles prior to the Conversion Date as indicated if (i) such Non-converting Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Conversion Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Conversion Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-converting Holder fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-converting Holder necessary to cause such Non-converting Holder to satisfy the Ownership Limit shall automatically without any further action by such Non-converting Holder or the Corporation convert (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 8 on the Conversion Date, concurrently with the conversion of the shares specified in the Notice of Conversion (the denominator)Conversion. (c) In At the event first annual meeting of shareholders following the authorized Shares issuance of Common Stock are insufficient to cover the Lender’s conversionSeries E Preferred Stock, the Borrower shall, upon delivery Corporation shall seek (and use commercially reasonable efforts to obtain) shareholder approval of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section amendment to the contraryArticles that, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having any conversion of the Series E Preferred Stock, eliminates the requirement that the Board obtain such representations and undertakings from a Person as are reasonably necessary to ascertain that no individual’s Beneficial Ownership or Constructive Ownership of shares of Common the Series E Preferred Stock issued pursuant will violate the Ownership Limit, so long as the Board is able to this Section and obtain the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.specified in Article IX(A)(7)

Conversion. The Lender shall have Each of the rightParties agrees that, in its sole discretion, to convert the outstanding principal absence of any Event of Default (or following the waiver of any Event of Default by Investor) and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering prior to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Maturity Date, or any shares the First Principal Amount will automatically convert upon the consummation of capital stock of Business Combination into the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided hereinFirst CM Seven Star Unit Amount. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the Within five (5) trading days immediately prior Business Days of such consummation, CM Seven Star shall issue to the Conversion Date Investor the First CM Seven Star Unit Amount, as indicated adjusted for any share split, share dividend, share combination or consolidation, recapitalization, reclassification or other similar event in relation to the share capital of CM Seven Star. Each of the Parties agrees that, in the Notice absence of Conversion any Event of Default (or following the waiver of any Event of Default by Investor), if the Second Principal Amount is funded to Kaixin following the completion of the Business Combination, the Second Principal Amount will automatically convert into the Second CM Seven Star Unit Amount. Within five (5) Business Days of the deposit of the Second Principal Amount with Kaixin, CM Seven Star shall issue to the Investor the Second CM Seven Star Unit Amount, as adjusted for any share split, share dividend, share combination or consolidation, recapitalization, reclassification or other similar event in relation to the share capital of CM Seven Star. For the avoidance of doubt, after any conversion pursuant to this Clause 4, all right and title to the amount deposited with Kaixin under the Convertible Loan shall become that of Kaixin as consideration for the CM Seven Star Units. Upon the completion of the Business Combination, CM Seven Star shall enter into a customary Registration Rights Agreement (the denominator). (c“Registration Rights Agreement”) In with the event the authorized Shares of Common Stock are insufficient Investor, pursuant to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock which CM Seven Star will grant to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have Investor the right, on or prior subject to the Conversion Delivery Dateterms and conditions of such Registration Rights Agreement, to deliver cause CM Seven Star to prepare and file with the Commission a registration statement with respect to the Lender an amount in cash equal CM Seven Star Shares underlying the CM Seven Star Units and use its reasonable best efforts to the Conversion Amount as specified in the Notice of Conversion andcause such registration statement to become effective. CM Seven Star further confirms that, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued a demand registration pursuant to this Section such Registration Rights Agreement, all reasonable fees, costs and expenses of and incidental to such registration, inclusion and public offering in connection therewith shall be borne by CM Seven Star, other than the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Dateapplicable underwriting discounts and commissions and transfer taxes.

Conversion. The Lender (a) (i) At any time, until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall have the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note be convertible into shares of Common Stock at a price of Fifty Percent (50%) of the Company’s average closing bid price, determined on the then current trading market for the Common Stock, as set forth below. (a) Lender shall have for the rightten Business Days prior to the Conversion Date, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion AmountSet Price”), at the election option of the LenderHolder, in whole or in part, at any time and from time to time. The Holder shall effect conversions by delivering to the Borrower Company a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a the form of which is annexed attached hereto as Exhibit I Annex A (the a “Notice of Conversion”), specifying the Borrower date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall issue and deliver be five Business Days following the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Lender Company or a notarized affidavit of lost debenture regarding this Debenture. The Company shall deliver any objection to any Notice of Conversion within four two Business Days of receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. If the Company does not issue the shares of Common Stock underlying this Debenture after receipt of a Notice of Conversion within five (45) Business days following the period allowed for any objection, the Company shall be responsible for any differential in the value of the converted shares of Common Stock underlying this Debenture between the value of the closing price on the date which is ten Business Days after the Conversion Date (such third day being and the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having date the shares of Common Stock issued pursuant to are delivered. The Holder and any assignee, by acceptance of this Section Debenture, acknowledge and agree that, by reason of the restrictive legend removed from provisions of this paragraph, following conversion of a portion of this Debenture, the share certificates evidencing said shares unpaid and unconverted principal amount of Common Stock, including, but not limited to, any expense incurred or to this Debenture may be incurred by less than the Lender in order to have a legal opinion of counsel issued after amount stated on the Closing Dateface hereof.

Conversion. The Lender shall have Subject to the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares provisions of Article 11 of the Company’s Common StockIndenture, as set forth below. (a) Lender shall have the right, in its sole discretion, to a Holder of a Debenture may convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering such Debenture prior to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), Effective Time into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company if any of the conditions specified in paragraphs(a) through (e) of Section 11.01 of the Indenture is satisfied, and subject to the provisions of Article 11A of the Indenture, a Holder of a Debenture may convert such Debenture from and after the Effective Time into the Cash Conversion Amount in cash and WPP ADSs representing a number of WPP Ordinary Shares equal to the Stock Conversion Amount divided by the Conversion Price; provided, however, that if such Debenture is called for redemption, the conversion right will terminate on the second Business Day immediately preceding the Redemption Date of such Debenture (unless the Company shall default in making the redemption payment when due, in which such Common Stock case the conversion right shall hereafter be changed or reclassified, terminate at the Conversion Price (as defined hereinclose of business on the date such Default is cured and such Debenture is redeemed), determined as provided herein. Upon delivery The initial conversion price prior to the Borrower Effective Time is $961.20 per share of a completed Notice of ConversionCommon Stock, a form of which and the initial conversion price from and after the Effective Time is annexed hereto $8.84 per WPP Ordinary Share, subject to adjustment under certain circumstances as Exhibit I described in the Indenture (the “Notice of Conversion”"CONVERSION PRICE"), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that . The number of shares of Common Stock for issuable upon conversion of a Debenture prior to the portion Effective Time is determined by dividing the principal amount of principal, interest, fees or expenses Debentures converted by the Conversion Price in accordance with effect on the foregoingconversion date. The number of WPP Ordinary Shares represented by WPP ADSs issuable upon conversion of Common Stock to be issued upon each conversion shall be a Debenture from and after the Effective Time is determined by dividing (a) the Stock Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the Conversion Price in effect on the conversion price (“Conversion Price”) per share shall be equal to (i) date. In the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) event of the lowest daily volume weighted average price a conversion of the Company’s Common Stock during the five (5) trading days immediately a Debenture prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversionEffective Time, the Borrower shall, upon delivery of a completed Notice of Conversion, cause Company has the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion andoption, in the event lieu of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said delivering shares of Common Stock, includingto pay the Holder surrendering such Debenture an amount of cash determined in accordance with Section 11.02 of the Indenture. Upon conversion, but not limited tono adjustment for interest (including Contingent Interest and Additional Amounts, any expense incurred if any), or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon (i) if conversion occurs prior to the Effective Time, the current Market Price (as defined in the Indenture) of the Common Stock on the last trading day prior to the date of conversion and (ii) if conversion occurs from and after the Effective Time, the current WPP Market Price (as defined in the Indenture) of WPP ADSs on the last trading day prior to the date of conversion. To convert a Debenture, a Holder must (a) complete and sign the irrevocable conversion notice set forth below (copies of which may also be incurred obtained from the Conversion Agent) and deliver such notice to the Conversion Agent, (b) surrender the Debentures by delivering them to the Conversion Agent, at the office or agency maintained for such purpose in the Borough of Manhattan, The City of New York, (c) furnish appropriate endorsements and transfer documents if required by the Lender Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Debenture is held in order book-entry form, complete and deliver to have a legal opinion the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. Upon satisfaction of counsel issued such requirements, the Conversion Agent shall, on behalf of such Holder, immediately convert such Debentures into, prior to the Effective Time, Common Stock (unless the Company has elected to pay cash in lieu of delivering shares of Common Stock) and, from and after the Closing Effective Time, the Cash Conversion Amount and WPP ADSs representing the number of WPP Ordinary Shares described above. If a Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the related Interest Payment Date, the Debenture must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Additional Amounts, if any), payable on such Interest Payment Date on the principal amount of the Debenture or portion thereof then converted; provided, however, that no such payment shall be required if such Debenture has been called for redemption on a Redemption Date within the period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion on the Interest Payment Date. A Holder may convert a portion of a Debenture equal to $1,000 or any integral multiple thereof. A Debenture in respect of which a Holder has delivered a Holder Change of Control Acceptance Notice exercising the option of such Holder to require the Company to repurchase such Debenture as provided in Section 3.11 or a Purchase Acceptance Notice exercising the option of such Holder to require the Company to repurchase such Debenture as provided in Section 3.16 of the Indenture may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture."

Conversion. The Lender shall have Upon the rightclosing of the Merger (as referred to in the Note Agreement), in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due all of Shockwave's indebtedness under this Agreement or under any Revolving Note shall become convertible into shares equity securities of the Company’s Common Stocksurviving corporation, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses Shockwave (the “Conversion Amount”"SERIES NEXT PREFERRED Stock"), at issued in Shockwave's next private equity financing (the election of "NEXT EQUITY FINANCING"), provided the Lender, by delivering Next Equity Financing closes prior to the Borrower a Notice Maturity Date of Conversion (as defined herein) (this Note. Upon the date Next Equity Financing, Borrower's indebtedness under this Note shall automatically be converted into that number of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Shockwave's Series Next Preferred Stock that is equal to the dollar amount of all principal outstanding and interest accrued as such stock exists on the Closing Date, or any shares of capital stock of the Company date of conversion being converted into stock by Holder, divided by the price per share of Shockwave's Series Next Preferred Stock at which such Common Series Next Preferred Stock shall hereafter is or will be changed or reclassifiedoffered to other Series Next Preferred Stock investors (the "CONVERSION PRICE"); provided, at however, that the Conversion Price will automatically, equitably and proportionally be adjusted to reflect any subdivision (as defined hereinstock split), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I combination (the “Notice of Conversion”reverse stock split), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees stock dividend or expenses converted in accordance with the foregoingother recapitalization affecting Shockwave's Series Next Preferred Stock. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event that the authorized Shares Merger Agreement (as referred to in the Note Agreement) is terminated according to its terms, all of Common Borrower's indebtedness under this Note shall automatically be converted into Borrower's Series D Preferred Stock are insufficient based upon a fully diluted pre-money valuation of Borrower's equity of $75,000,000 (the "BORROWER CONVERSION PRICE"); provided, however, that the Conversion Price will automatically, equitably and proportionally be adjusted to cover reflect any subdivision (stock split), combination (reverse stock split), stock dividend or other recapitalization affecting Borrower's Series D Preferred Stock. Such Series D Preferred Stock received by Holder will have rights, privileges, preferences and restrictions no less favorable than Borrower's Series C Preferred Stock in existence on the Lender’s conversiondate of the Note Agreement and any Series D Preferred Stock issued subsequent to that date, and will have a liquidation preference based upon the price per share of the Series D Preferred Stock. Borrower shallcovenants and agrees with Holder that Borrower will not in any way alter, upon delivery amend or modify any of a completed Notice the rights, preferences, privileges or restrictions of ConversionBorrower's Series D Preferred Stock, cause or to issue, eliminate or reduce the number of authorized Shares shares of Common Stock Borrower's Series D Preferred Stock. Upon the conversion of Borrower's outstanding indebtedness hereunder pursuant to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required this Section, Borrower, at its expense, will as soon as practicable cause to be issued in the name of and delivered to Lender in accordance with Holder, a certificate or certificates for the number of fully paid and nonassessable shares of Borrower's Series D Preferred Stock to which Holder is entitled upon such conversion. Such certificates will include legends required federal and applicable state securities laws. No fractional shares will be issued upon any conversion of this Section 11. (d) Notwithstanding anything contained in this Section to the contraryNote or any part hereof. If, upon the delivery any conversion of this Note, a fraction of a Notice of Conversion to the share would otherwise result, then Shockwave or Borrower, as the Borrower shall have the rightcase may be, on or prior to the Conversion Delivery Date, to deliver to the Lender will pay Holder an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the fair market value of one share of the type and class of capital stock issuable to Holder upon such conversion (determined in accordance with the Conversion Amount to Price or Borrower Conversion Price, as the Lendercase may be, said Notice applicable at the time of Conversion shall be null and void and no conversion shall be undertaken such conversion), multiplied by the Borrowerfraction of a share of stock to which Holder would otherwise be entitled. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender Series A Preferred Shares are not convertible into or exchangeable for any other property or securities of the Trust, except as provided in this Section 8. (a) Upon the occurrence of a Change of Control, each holder of Series A Preferred Shares shall have the right, in unless, prior to the Change of Control Conversion Date, the Trust has provided or provides notice of its sole discretionelection to redeem the Series A Preferred Shares pursuant to the Redemption Right or Special Optional Redemption Right, to convert the outstanding principal and any accrued interest, fees some or expenses due under this Agreement or under any Revolving Note into shares all of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses Series A Preferred Shares held by such holder (the “Change of Control Conversion AmountRight”)) on the Change of Control Conversion Date into a number of Common Shares, at per Series A Preferred Share to be converted (the election of the Lender, by delivering “Common Share Conversion Consideration”) equal to the Borrower lesser of (A) the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per Series A Preferred Share to be converted plus (y) the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a Notice of Conversion Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case no additional amount for such accrued and unpaid dividends will be included in such sum) by (ii) the Common Share Price (as defined herein) and (B) [ ] (the date of giving of the Notice of Conversion being a “Conversion DateShare Cap”), into fully paid and nonassessable shares subject to the immediately succeeding paragraph. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Common Shares), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Shares as follows: the adjusted Share Cap as the result of a Share Split shall be the number of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery Shares that is equivalent to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined product obtained by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to multiplying (i) the Conversion Amount (the numerator); divided Share Cap in effect immediately prior to such Share Split by (ii) eighty-five percent a fraction, the numerator of which is the number of Common Shares outstanding after giving effect to such Share Split and the denominator of which is the number of Common Shares outstanding immediately prior to such Share Split. In the case of a Change of Control pursuant to which Common Shares shall be converted into cash, securities or other property or assets (85%including any combination thereof) (the “Alternative Form Consideration”), a holder of Series A Preferred Shares shall receive upon conversion of such Series A Preferred Shares the lowest daily volume weighted average price kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Company’s Change of Control had such holder held a number of Common Stock during Shares equal to the five (5) trading days Common Share Conversion Consideration immediately prior to the Conversion Date as indicated in effective time of the Notice Change of Conversion Control (the denominator“Alternative Conversion Consideration”; and the Common Share Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, shall be referred to herein as the “Conversion Consideration”). (c) . In the event the authorized Shares that holders of Common Stock are insufficient Shares have the opportunity to cover elect the Lender’s conversionform of consideration to be received in the Change of Control, the Borrower shall, upon delivery Conversion Consideration will be deemed to be the kind and amount of consideration actually received by holders of a completed Notice majority of Conversionthe Common Shares that voted for such an election (if electing between two types of consideration) or holders of a plurality of the Common Shares that voted for such an election (if electing between more than two types of consideration), cause as the number of authorized Shares case may be, and will be subject to any limitations to which all holders of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stockare subject, including, but not limited towithout limitation, pro rata reductions applicable to any expense incurred or to be incurred by portion of the Lender consideration payable in order to have a legal opinion the Change of counsel issued after the Closing DateControl.

Conversion. The Lender shall have Subject to and upon compliance with the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares provisions of the Company’s Indenture, the Holder may surrender for conversion all or any portion of this Security that is in an integral multiple of $1,000(4). Upon conversion, the Holder shall be entitled to receive the consideration specified in the Indenture. No fractional share of Common StockStock shall be issued upon conversion of a Security. Instead, the Company shall pay a cash adjustment as set forth below. (a) Lender shall have provided in the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Indenture. The initial Conversion Amount”), at the election Rate of the Lender, by delivering to the Borrower a Notice of Conversion Securities shall be (as defined hereinx) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable 500 shares of Common Stock as such stock exists on the Closing Date, or any shares per $1,000 principal amount of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price Securities (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I for Securities denominated in $1,000 increments) and (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4y) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of 0.5 shares of Common Stock per $1.00 principal amount of Securities (for the portion of principalSecurities denominated in $1.00 increments), interest, fees or expenses converted subject to adjustment in accordance with the foregoingprovisions of Article 4 of the Indenture. The number If a Holder converts all or any portion of Shares this Security in connection with the occurrence of Common Stock to be issued upon each conversion certain Fundamental Change transactions, the Conversion Rate shall be determined increased in the manner and to the extent described in Section 4.06 of the Indenture. Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date shall be accompanied by dividing Conversion Amount payment by the Conversion Price. Any amount Holders of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior Securities in funds to the Conversion Date as indicated in Agent acceptable to the Notice Company of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three the interest payable on such corresponding Interest Payment Date; provided that no such payment need be made: (31) times in connection with a conversion following the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. Regular Record Date preceding the Final Maturity Date; (d2) Notwithstanding anything contained in this Section to if the contrary, upon the delivery of Company has specified a Notice of Conversion to the Borrower, the Borrower shall have the right, Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Conversion Delivery corresponding Interest Payment Date, to deliver ; or (3) to the Lender an amount extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security. A Security in cash equal to respect of which a Holder has submitted a Fundamental Change Purchase Notice may be converted only if such Holder validly withdraws such Fundamental Change Purchase Notice in accordance with the Conversion Amount as specified in terms of the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the BorrowerIndenture. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender 1.1 Without prejudice to the provisions paragraphs 4.3 to 4.11 of Schedule 2 Part 1, the Notes shall not be capable of conversion prior to Shareholder Approval having been obtained and no Noteholder shall serve any Conversion Notice prior to such time. 1.2 Subject to paragraph 1.1 and paragraph 1.4 of this Part 2 of Schedule 2, all outstanding Tranche 1 Notes shall automatically convert into a number of fully paid Ordinary Shares upon Shareholder Approval being obtained, determined by dividing (x) the sum of (i) the outstanding principal amount, plus (ii) all accrued and unpaid interest thereon, plus (iii) any amount of the Uplift Payment (to the extent the same is applicable pursuant to the terms of this Instrument) which has become due and payable in accordance with paragraph 4.2 and has not already been paid or satisfied by the issue of Uplift Securities (or otherwise), by (y) the Tranche 1 Conversion Price then in effect; provided that (but subject to paragraph 1.4 of this Part 2 of Schedule 2 below) following such conversion, no individual Noteholder shall hold more than 9.99% of the aggregate voting rights in the Company (on a fully diluted basis) (the “Ownership Limit”). In the event that Conversion of any Noteholder’s holding of Notes would result in such Noteholder exceeding the Ownership Limit, the principal amount of the Notes held by such Noteholder which shall convert shall be the greatest amount possible without that Noteholder exceeding such Ownership Limit and the remaining principal balance on such Notes shall remain outstanding. 1.3 Subject to paragraphs 1.1, 1.2 and 1.4 of this Part 2 of Schedule 2: (a) each Noteholder holding Tranche 1 Notes shall have the right, in its sole discretionat any time prior to the Tranche 1 Maturity Date, to serve a Conversion Notice on the Company to convert all or, if the Ownership Limit applies, part of such Noteholder’s Tranche 1 Notes then outstanding principal and (together with any accrued interest, fees or expenses due under this Agreement or under any Revolving Note but unpaid interest thereon) into shares of fully paid Ordinary Shares at the Company’s Common Stock, as set forth below.Tranche 1 Conversion Price per Share; and (ab) Lender each Noteholder holding Tranche 2 Notes shall have the right, in its sole discretionat any time prior to the Tranche 2 Maturity Date applicable to such Noteholder’s Tranche 2 Notes, to serve a Conversion Notice on the Company to convert all or, if the Ownership Limit applies, part of such Noteholder’s Tranche 2 Notes then outstanding (together with any outstanding and accrued but unpaid principal portion owing hereunder or under any Revolving Noteinterest thereon) into fully paid Ordinary Shares at the Tranche 2 Conversion Price per Share, and accrued interest thereon and any fees or expenses (provided that, in each of the “Conversion Amount”)foregoing cases, at the election time of the LenderConversion Notice, by delivering to either (i) such Noteholder’s aggregate voting rights in the Borrower a Notice of Conversion (as defined herein) (the date of giving Company is not in excess of the Notice of Conversion being a “Conversion Date”), into fully paid Ownership Limit and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock would not become in excess of the Company into which Ownership Limit as a result of the conversion contemplated by such Common Stock shall hereafter be changed Conversion Notice; or reclassified, at (ii) such Noteholder has waived the Conversion Price (as defined herein), determined as provided herein. Upon delivery to application of the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted Ownership Limit in accordance with paragraph 1.4 of this Part 2 of Schedule 2. 1.4 Notwithstanding the foregoing. The number of Shares of Common Stock , a Noteholder may increase or decrease the Ownership Limit to be issued upon each conversion shall be determined any other percentage, by dividing Conversion Amount written notice to the Company; provided, that the Noteholder may not decrease the limitation prior to August 8, 2020; provided further that a waiver by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option Noteholder of the Lender, following Ownership Limit or a request to increase the Ownership Limit requires not less than 61 days prior written notice to the Company (with such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) waiver of the lowest daily volume weighted average price Ownership Limit or request to increase the Ownership Limit taking effect only upon the expiration of the Company’s Common Stock during the five (5) trading days immediately prior such 61 day notice period and applying only to the Conversion Date as indicated in the Notice Noteholder and not to any other holder of Conversion (the denominator). (cNotes) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to and that such Ownership Limit shall never be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.above 19.99

Conversion. The Lender shall have the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have Upon the rightEffective Date, in its sole discretioneach share of Company Common Stock issued and outstanding immediately prior to the Effective Date will, without any further action on the part of Fiserv or Fiserv Clearing, on the one hand, or the Company, on the other hand, be converted into the right to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses receive (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion "Merger Consideration") directly (as defined hereini) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Fiserv Common Stock as shall equal the quotient (the "Exchange Ratio") of (A) the quotient of (I) 51% of the ▇▇▇▇▇▇▇ Value (as hereinafter defined), divided by (II) the number of shares of Company Common Stock outstanding on the Effective Date, divided by (B) a number which is equal to the average closing price per share for Fiserv Common Stock as reported on the National Market System by National Association of Securities Dealers, Inc. Automated Quotations (as reported in The Wall Street Journal) for the portion 20 business days ending two business days prior to the Effective Date (the "Fiserv Share Value") and (ii) such amount of principalcash as shall equal the quotient of (A) 49% of the ▇▇▇▇▇▇▇ Value, interestdivided by (B) the number of shares of Company Common Stock outstanding on the Effective Date. As of the Effective Date there will be no outstanding shares of Company Preferred Stock. All shares of Company Common Stock and Company Preferred Stock held in the Company's treasury and, fees or expenses converted in accordance with the foregoingsubject to Section 7.01(p), all outstanding unexercised stock options will be canceled. The names, addresses and number of Shares shares of Company Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount owned on the date of this Agreement by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option stockholders of the Lender, following such conversionCompany (the "Stockholders") is set forth on Schedule I to this Agreement. (b) Subject Not less than three days prior to adjustment the Effective Date the Company shall deliver to Fiserv and Fiserv Clearing an estimated balance sheet of the Company as provided hereinof the Effective Date, which shall have been prepared in accordance with GAAP (as hereinafter defined) (the conversion price "Estimated Balance Sheet"), setting forth, in reasonable detail the Company's estimate of the consolidated Stockholders' Equity for the Company and the Subsidiaries, but excluding any accruals for or payments of Taxes arising out of or related to the transactions contemplated hereby (“Conversion Price”other than (x) per share a sale of assets or capital stock of a Subsidiary, (y) a sale of assets of the Company and (z) Taxes accrued in the ordinary course of business of the Company or any Subsidiary) (the "Stockholders' Equity"). As the only exception to preparation in accordance with GAAP, with respect to the New York Stock Exchange ("NYSE") seat currently held by Hanifen, Imhoff, Stockholders' Equity shall be equal to calculated using the last published sale price of the NYSE for NYSE seats with option trading rights, rather than in accordance with GAAP. The "▇▇▇▇▇▇▇ Value" shall mean the sum of (i) difference (positive or negative) between (A) the Conversion Amount Final Stockholders' Equity (the numerator); divided by as hereinafter defined) and (B) $30,000,000, plus (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator)$97,200,000. (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender Subject to the provisions of Article 11C of the Indenture, a Holder of a Debenture may convert such Debenture into the Cash Conversion Amount in cash payable by the Company, WPP, WPP Holdings and/or the WPP UK Partnership Partners and New WPP ADSs representing a number of New WPP Ordinary Shares equal to the Stock Conversion Amount divided by the Conversion Price; provided, however, that if such Debenture is called for redemption, the conversion right will terminate on the second Business Day immediately preceding the Redemption Date of such Debenture (unless the Company shall have default in making the rightredemption payment when due, in its sole discretionwhich case the conversion right shall terminate at the close of business on the date such Default is cured and such Debenture is redeemed). The initial conversion price is $8.84 per New WPP Ordinary Share, subject to convert adjustment under certain circumstances as described in the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses Indenture (the “Conversion AmountPrice”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that The number of shares of Common Stock issuable upon conversion of a Debenture prior to the Effective Time is determined by dividing the principal amount of Debentures converted by the Conversion Price in effect on the conversion date. The number of New WPP Ordinary Shares represented by New WPP ADSs issuable upon conversion of a Debenture from and after the Effective Time is determined by dividing (a) the Stock Conversion Amount by (b) the Conversion Price in effect on the conversion date. Upon conversion, no adjustment for interest (including Contingent Interest and Additional Amounts, if any), or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid by the Company, WPP, WPP Holdings and/or the WPP UK Partnership Partners in cash based upon the current New WPP Market Price (as defined in the Indenture) of New WPP ADSs on the last trading day prior to the date of conversion. To convert a Debenture, a Holder must (a) complete and sign the irrevocable conversion notice set forth below (copies of which may also be obtained from the Conversion Agent) and deliver such notice to the Conversion Agent, (b) surrender the Debentures by delivering them to the Conversion Agent, at the office or agency maintained for such purpose in the Borough of Manhattan, The City of New York, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion programs. Upon satisfaction of such requirements, the Conversion Agent shall, on behalf of such Holder, immediately convert such Debentures into the Cash Conversion Amount and New WPP ADSs representing the number of New WPP Ordinary Shares described above. If a Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the related Interest Payment Date, the Debenture must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Additional Amounts, if any), payable on such Interest Payment Date on the principal amount of the Debenture or portion thereof then converted; provided, however, that no such payment shall be required if such Debenture has been called for redemption on a Redemption Date within the period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion on the Interest Payment Date. A Holder may convert a portion of principal, interest, fees a Debenture equal to $1,000 or expenses any integral multiple thereof. A Debenture in respect of which a Holder has delivered a Holder Change of Control Acceptance Notice exercising the option of such Holder to require the Company to repurchase such Debenture as provided in Section 3.11 or a Purchase Acceptance Notice exercising the option of such Holder to require the Company to repurchase such Debenture as provided in Section 3.16 of the Indenture may be converted only if such notice of exercise is withdrawn in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option terms of the Lender, following such conversionIndenture.” (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.Article III. WPP UK PARTNERSHIP PARTNERS AGREEMENT TO ASSUME

Conversion. The Lender (a) Each share of Series D Preferred Stock shall automatically be converted into a number of shares of Common Stock, equal to the quotient of the Preferred Amount Per Share divided by the Conversion Price (such quotient being referred to herein as the "Conversion Ratio"), (i) on the date of and upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act (as defined in Section 11) covering the offering and sale of the Corporation's Common Stock for the account of the Corporation in which the aggregate gross proceeds received by the Corporation equal or exceed $15,000,000 and the price per share of which exceeds $3.00 per share (as adjusted for any stock dividends, stock splits, subdivisions, reclassifications or combinations occurring after the Issue Date), (ii) at the close of business on the Trading Day which is the tenth Trading Day in a period of 25 consecutive Trading Days at any time during the second quarter ending June 30, 1999, in which the closing bid price for the Common Stock on NASDAQ (or any exchange on which the Common Stock is then being traded) shall have exceeded $4.50 per share (as adjusted for any stock dividends, stock splits, subdivisions, reclassifications or combinations occurring after the Issue Date) or (iii) on the date on which two-thirds (2/3) of the shares of Series D Preferred Stock issued and outstanding immediately following the Initial Closing (or if there shall occur a Subsequent Closing, the Subsequent Closing), shall no longer be issued and outstanding, whether converted at the option of the holder thereof, redeemed pursuant hereto or otherwise (each of the events described in (i), (ii) and (iii) are referred to herein as an "Automatic Conversion Event"). In addition, at the option of the holder of any shares of Series D Preferred Stock, such holder shall have the right, in its sole discretionat any time and from time to time, by written notice to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretionCorporation, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”)share of Series D Preferred Stock owned by such holder into a number of shares of Common Stock, at the election then effective Conversion Ratio. (b) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Lender, by delivering Series D Preferred Stock and payment of Stock Dividends on Series D Preferred Stock pursuant to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”Section 3(b), into fully paid and nonassessable free from any preemptive rights, such number of its authorized but unissued shares of Common Stock as such stock exists will from time to time be necessary to permit the conversion of all outstanding shares of Series D Preferred Stock into shares of Common Stock and the payment of Stock Dividends on Series D Preferred Stock, and shall take all action required to increase the authorized number of shares of Common Stock if necessary to permit the conversion of all outstanding shares of Series D Preferred Stock and the payment of Stock Dividends. (c) The Conversion Price 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 date hereof (A) pay any dividend, or make any distribution, on the Closing Dateoutstanding shares of Common Stock in shares of Common Stock, (B) subdivide the outstanding 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 Company into which Corporation, then, and in each such Common Stock shall hereafter be changed or reclassifiedcase, at the Conversion Price (as defined herein)in effect on the record date therefor, determined as provided herein. Upon delivery if applicable, or the effective date' thereof, whichever is earlier, shall be adjusted so that the holder of any shares of Series D Preferred Stock thereafter convertible into Common Stock pursuant to this Certificate of Designation shall be entitled to receive the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue number and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number type of shares of Common Stock for or other securities of the portion Corporation which such holder would have owned or have been entitled to receive after the happening of principalany of the events described above, interest, fees or expenses had such shares of Series D Preferred Stock been converted in accordance with the foregoing. The number of Shares of into Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date happening of such event or the record date therefor, as indicated applicable. An adjustment made pursuant to this clause (i) shall become effective (x) in the Notice case of Conversion (any such dividend or distribution, immediately after the denominator). (c) In close of business on the event record date for the authorized Shares determination of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery holders of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant entitled to this Section and receive such dividend or distribution, or (y) in the restrictive legend removed from case of such subdivision, reclassification or combination, at the share certificates evidencing said close of business on the day upon which such corporate action becomes effective. (ii) Except with respect to Excluded Securities (as defined below), in case the Corporation shall issue or sell any shares of Common Stock, including, but not limited to, any expense incurred Stock (or to be incurred by the Lender Common Stock Equivalents (as defined in order to have a legal opinion of counsel issued Section 11) after the Closing date hereof (the "Issue Date.") at a price per share (or having a conversion or exercise price per share) less than the Conversion Price then in effect, in each such case, the Conversion Price shall be appropriately reduced to a price

Conversion. The Lender shall have 6.1 Provided that the rightDebentures are then outstanding, in its sole discretion, to convert the outstanding principal Principal Amount and any accrued interestinterest thereon (up to but excluding the Conversion Date) then outstanding may be converted, fees in whole or expenses due under this Agreement or under in part, at any Revolving Note into shares time after the date that is nine (9) months after the Issue Date at the option of the Company’s Holder, into Common StockShares at the Conversion Price, subject to adjustment as set forth belowprovided herein. 6.2 If the Holder wishes to effect a conversion, the Holder shall deliver to the Issuer a duly completed and executed Notice of Conversion in the form attached hereto as Appendix A (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the a “Conversion AmountNotice of Conversion”), at specifying the election aggregate amount of the Lender, by delivering Principal Amount and any accrued but unpaid interest thereon to the Borrower a Notice of Conversion (as defined herein) (be converted and the date of giving of the Notice of Conversion being on which such conversion is to be effected (in any case, a “Conversion Date”), into fully paid and nonassessable shares which date will not be more than ten (10) days following the date of Common Stock as such stock exists on the Closing Date, or any shares of capital stock delivery of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Notice of Conversion. If no Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of Date is specified in a completed Notice of Conversion, the Conversion Date will be deemed to be the date that is five (5) days following the date of delivery of the Notice of Conversion. The Holder will physically surrender this Certificate to the Issuer on or before the Conversion Date, and if less than the entire Principal Amount and accrued but unpaid interest hereunder has been converted, the Holder will be entitled to receive, without charge, a new certificate (in the same form as this Certificate) for the remainder of the outstanding Principal Amount and accrued but unpaid principal hereunder. 6.3 If a Notice of Conversion has not been received by the Issuer prior to March 27, 2020, at the Issuer’s option, the Issuer may satisfy on the Maturity Date all or any portion of the Principal Amount and any accrued but unpaid interest hereunder by delivering to the Holder that number of Common Shares obtained by dividing the sum of Principal Amount and accrued interest being so converted by the greater of (A) two thirds (⅔) the Conversion Price and (B) the lesser of (i) 75% of the Current Market Price and (ii) the price per Common Share achieved by applying the maximum discount permitted under the policies of the CSE or such other exchange as the Common Shares are principally traded, on the Maturity Date. 6.4 Any conversions hereunder will have the effect of lowering the outstanding Principal Amount and accrued interest in an amount equal to the applicable amount of the Principal Amount and accrued interest being converted. The Issuer will maintain records showing all Principal Amount and accrued interest converted and the date of such conversions. The Holder shall be permitted to receive a copy of such records on request. The Holder, by acceptance of this Certificate, acknowledges and agrees that, following conversion of a portion of the Principal Amount, the unpaid and unconverted Principal Amount may be less than the amount stated on the face of this Certificate. 6.5 Not later than ten (10) Trading Days after any Conversion Date or Maturity Date, as applicable, the Issuer will deliver to the Holder certificates representing the number of Common Shares being issued, which certificates will bear such restrictive legends and trading restrictions as are required by applicable laws and by the CSE. 6.6 If the Issuer at any time or from time to time, while any Principal Amount is still outstanding, effects a subdivision or consolidation of the outstanding Common Shares, the Conversion Price in effect immediately before a subdivision will be proportionately decreased, and, conversely, the Conversion Price in effect immediately before a consolidation will be proportionately increased. Any adjustment under this Section 6.6 will become effective at the close of business on the date the subdivision or consolidation becomes effective. 6.7 If the Issuer at any time or from time to time while any amounts are owing under the Debentures, issues, or fixes a record date for the determination of holders of Common Shares entitled to receive, a dividend or other distribution payable solely in Common Shares, the Conversion Price that is then in effect will be decreased as of the time of such issuance, or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Conversion Price by a fraction (i) the numerator of which is annexed hereto the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Common Shares issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefore, the Conversion Price will be recomputed accordingly as Exhibit I of the close of business on such record date and thereafter the Conversion Price will be adjusted pursuant to this Section 6.7 to reflect the actual payment of such dividend or distribution. 6.8 If at any time while any amount is owing under the Debentures, (a) the Issuer effects any merger or combination of the Issuer with or into another entity, (b) the Issuer effects any sale of all or substantially all of its assets in one or more transactions, (c) any tender offer or exchange offer (whether by the Issuer or another entity) is completed pursuant to which holders of Common Shares are permitted to tender or exchange their Common Shares for other securities, cash or property, or (d) the Issuer effects any reclassification or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property (other than a subdivision, consolidation or dividend provided for elsewhere in this Section 6) (in any case, a “Notice of ConversionFundamental Change”), then, upon any subsequent conversion of the Borrower shall issue Debentures, the Holder will have the right to receive, for each Common Share that would have been issuable upon a conversion absent such Fundamental Change, the same kind and deliver amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Change if it had been, immediately prior to such Fundamental Change, the holder of one Common Share (in any case, the “Alternate Consideration”). If holders of Common Shares are given any choice as to the Lender within four securities, cash or property to be received in a Fundamental Change, then the Holder will be given the same choice as to the Alternate Consideration it receives upon any conversion of the Debentures following such Fundamental Change. In the event of a Fundamental Change, the Issuer or the successor or purchasing entity, as the case may be, will execute with the Holder a written agreement providing that: (4a) Business Days after this Certificate will thereafter entitle the Holder to acquire the Alternate Consideration; and (b) in the case of any such successor or purchasing entity, upon such consolidation, merger, statutory exchange, combination, sale or conveyance, such successor or purchasing entity will be jointly and severally liable with the Issuer for the performance of all of the Issuer’s obligations under this Certificate. 6.9 If, in the case of any Fundamental Change, the Alternate Consideration includes shares, other securities, other property or assets of an entity other than the Issuer or any such successor or purchasing entity, as the case may be, then such written agreement will also be executed by such other entity and will contain such additional provisions to protect the interests of the Holder as the board of directors of the Issuer reasonably considers necessary by reason of the foregoing. At the Holder’s request, any successor to the Issuer or surviving entity in such Fundamental Change will issue to the Holder a new certificate consistent with the foregoing provisions and evidencing the Holder’s right to receive the Alternate Consideration upon conversion of the Debentures. The terms of any agreement pursuant to which a Fundamental Change is effected will include terms requiring any such successor or surviving entity to comply with the provisions of this Section 6 and ensure that the Debentures represented by this Certificate (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Change. 6.10 Upon a conversion hereunder, the Issuer will not be required to issue certificates representing fractions of Common Shares and the Issuer will be entitled to round the number of Common Shares down to the nearest whole number. The Holder agrees to waive any rights or entitlements to fractional Common Shares that the Holder may have in connection with a conversion hereunder. 6.11 In each case of an adjustment or readjustment of the Conversion Date (such third day being Price for the “Conversion Delivery Date”) that number of shares Common Shares issuable upon conversion of Common Stock for the portion Debentures, the Issuer, at its own expense, will cause an officer or director of principal, interest, fees the Issuer to compute such adjustment or expenses converted readjustment in accordance with the foregoingprovisions hereof and prepare a certificate showing such adjustment or readjustment, and will deliver such certificate to the Holder in accordance with Section 10.1. The number of Shares of Common Stock to be issued certificate will set forth such adjustment or readjustment, showing in detail the facts upon each conversion shall be determined by dividing Conversion Amount by which such adjustment or readjustment is based. No adjustment in the Conversion Price. Any amount of principal converted hereunder shall Price will be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender made unless it would result in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery an increase or decrease of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, includingat least one cent, but any adjustments not limited to, made because of the terms hereof will be carried forward and taken into account in any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Datesubsequent adjustment otherwise required hereunder.

Conversion. The Lender 6.1. At any time prior to the Maturity Date, and at any time prior to the Prepayment Date, the Acceleration Date, and the Financing Date, provided that Payor shall have give Payee not less than five (5) days prior written notice of any such dates or the rightevent triggering the Acceleration Date, in the Prepayment Date, or the Financing Date, the Payee may, at its sole discretionoption, exercisable in writing to the Payor at its address set forth above, convert the outstanding principal and any accrued interest, fees or expenses due under amount of this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and together with accrued unpaid interest thereon and any fees or expenses thereon, outstanding (the “"Conversion Amount”), Option") at the election close of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (business on the date of giving such exercise (the "Effective Date") convert, in whole or in part, the then outstanding principal amount of this Note, together with accrued unpaid interest thereon (the Notice of Conversion being a “Conversion Date”"Optional Conversion"), into into, fully paid and nonassessable shares of Common Stock as (the "Conversion Shares") at the purchase price of one dollar per share of Common Stock of Payor, subject to adjustment in accordance with the anti-acceleration provisions set for in this Section 6. 6.2. To exercise the Conversion Option, the holder hereof shall give written notice to Payor that it elects to convert the principal amount of this Note, together with accrued unpaid interest thereon, into Conversion Shares in accordance with the provisions of Section 6.1 above (the "Conversion Notice"). The Conversion Notice shall specify the name or names in which the holder wishes the certificates for the Conversion Shares to be registered, together with the address or addresses of the persons so named, provided such stock exists Conversion Shares may not be registered in the name of a person or persons other than the holder of this Note unless the holder and such other person first comply with all applicable restrictions on the Closing Datetransfer of Conversion Shares. 6.3. Promptly after the delivery of the Conversion Notice to Payor, Payor shall cause to be delivered to the holder and/or Payor's designees' certificates representing the number of Conversion Shares into which this Note is being converted rounded up to the nearest whole share in the case of any fractional share. Conversion of this Note shall be deemed to have been made at the close of business on the date the Conversion Notice is delivered to Payor, so that interest shall not accrue from and after such date on the principal amount of this Note converted and the person or persons entitled to receive Conversion Shares upon such conversion shall be treated for all purposes as having been the record holder or holders thereof at such time and such conversion shall be at the Conversion Rate in effect at such time. The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the holder of this Note for any tax in respect of the issuance of such certificates. Upon Payor's (i) delivery of the certificates for the Conversion Shares to the holder of this Note and/or its designees and (ii) payment of the cash adjustment, if any, due to the holder of this Note pursuant to the terms of this Article 6, the holder of this Note shall surrender this Note to Payor. 6.4. Payor shall at all times keep available out of its authorized but unissued shares of capital stock Common Stock, solely for effecting the conversion of this Note, the full number of whole Conversion Shares then deliverable upon conversion of the Company into which such Common Stock shall hereafter be changed or reclassifiedentire principal amount of this Note, and accrued unpaid interest thereon, at the Conversion Price (time outstanding. Payor shall take at all times such corporate action as defined herein)shall be necessary in order that Payor may validly and legally issue fully paid and nonassessable shares of Common Stock in accordance with the provisions of this Article 6. 6.5. In the event Payor at any time or from time to time shall make or issue, determined as provided herein. Upon delivery or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or distribution payable in securities of Payor other than Common Stock, then, and in each such event, provisions shall be made so that the holder of this Note shall receive upon conversion thereof, in addition to the Borrower number of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”)Conversion Shares receivable thereupon, the Borrower shall issue amount of securities of Payor which such holder would have received had this Note been converted into shares of Common Stock on the date of such event and deliver had the holder retained such securities thereafter, during the period from the date of such event to and including the conversion date, giving effect to all adjustments to the Lender within four (4) Business Days after Conversion Rate during such period with respect to the Conversion Date (rights of the holder of this Note. 6.6. If the shares of Common Stock issuable upon the conversion of this Note shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then and in each such third day being event the “Conversion Delivery Date”) that holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change, by holders of the number of shares of Common Stock for the portion of principalinto which this Note might have been converted immediately prior to such reorganization, interestreclassification or change, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock all subject to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to further adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) 6.7. In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of: (1) any taking by Payor of a completed Notice record of Conversion, cause any of the number holders of authorized Shares any class of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay securities for any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stockpurpose, including, but not limited to, determining the holders who are entitled to receive any expense incurred dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to be incurred receive any other right; or (2) any meeting of holders of any class of securities of Payor or any action by holders of any class of securities of Payor without a meeting; or (3) any capital reorganization of Payor, any reclassification of recapitalization of the Lender in order capital stock of Payor or any transfer of all or substantially all of the assets of Payor to have a legal opinion or consolidation or merger of counsel issued after Payor with or into any other person; or (4) any proposed issue or grant by Payor to the Closing Date.holders of Common Stock of any shares of stock of any class or any other securities (including but not limited to convertible securities), or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities;

Conversion. The Lender shall have Subject to the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares provisions of Article 11 of the Company’s Common StockIndenture, as set forth below. (a) Lender shall have the right, in its sole discretion, to a Holder of a Debenture may convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering such Debenture prior to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), Effective Time into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company if any of the conditions specified in paragraphs(a) through (e) of Section 11.01 of the Indenture is satisfied, and subject to the provisions of Article 11A of the Indenture, a Holder of a Debenture may convert such Debenture from and after the Effective Time into the Cash Conversion Amount in cash and WPP ADSs representing a number of WPP Ordinary Shares equal to the Stock Conversion Amount divided by the Conversion Price; provided, however, that if such Debenture is called for redemption, the conversion right will terminate on the second Business Day immediately preceding the Redemption Date of such Debenture (unless the Company shall default in making the redemption payment when due, in which such Common Stock case the conversion right shall hereafter be changed or reclassified, terminate at the Conversion Price (as defined hereinclose of business on the date such Default is cured and such Debenture is redeemed), determined as provided herein. Upon delivery The initial conversion price prior to the Borrower Effective Time is $961.20 per share of a completed Notice of ConversionCommon Stock, a form of which and the initial conversion price from and after the Effective Time is annexed hereto $8.84 per WPP Ordinary Share, subject to adjustment under certain circumstances as Exhibit I described in the Indenture (the “Notice of Conversion”"Conversion Price"), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that . The number of shares of Common Stock for issuable upon conversion of a Debenture prior to the portion Effective Time is determined by dividing the principal amount of principal, interest, fees or expenses Debentures converted by the Conversion Price in accordance with effect on the foregoingconversion date. The number of WPP Ordinary Shares represented by WPP ADSs issuable upon conversion of Common Stock to be issued upon each conversion shall be a Debenture from and after the Effective Time is determined by dividing (a) the Stock Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the Conversion Price in effect on the conversion price (“Conversion Price”) per share shall be equal to (i) date. In the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) event of the lowest daily volume weighted average price a conversion of the Company’s Common Stock during the five (5) trading days immediately a Debenture prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversionEffective Time, the Borrower shall, upon delivery of a completed Notice of Conversion, cause Company has the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion andoption, in the event lieu of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said delivering shares of Common Stock, includingto pay the Holder surrendering such Debenture an amount of cash determined in accordance with Section 11.02 of the Indenture. Upon conversion, but not limited tono adjustment for interest (including Contingent Interest and Additional Amounts, any expense incurred if any), or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon (i) if conversion occurs prior to the Effective Time, the current Market Price (as defined in the Indenture) of the Common Stock on the last trading day prior to the date of conversion and (ii) if conversion occurs from and after the Effective Time, the current WPP Market Price (as defined in the Indenture) of WPP ADSs on the last trading day prior to the date of conversion. To convert a Debenture, a Holder must (a) complete and sign the irrevocable conversion notice set forth below (copies of which may also be incurred obtained from the Conversion Agent) and deliver such notice to the Conversion Agent, (b) surrender the Debentures by delivering them to the Conversion Agent, at the office or agency maintained for such purpose in the Borough of Manhattan, The City of New York, (c) furnish appropriate endorsements and transfer documents if required by the Lender Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Debenture is held in order book-entry form, complete and deliver to have a legal opinion the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. Upon satisfaction of counsel issued such requirements, the Conversion Agent shall, on behalf of such Holder, immediately convert such Debentures into, prior to the Effective Time, Common Stock (unless the Company has elected to pay cash in lieu of delivering shares of Common Stock) and, from and after the Closing Effective Time, the Cash Conversion Amount and WPP ADSs representing the number of WPP Ordinary Shares described above. If a Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the related Interest Payment Date, the Debenture must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Additional Amounts, if any), payable on such Interest Payment Date on the principal amount of the Debenture or portion thereof then converted; provided, however, that no such payment shall be required if such Debenture has been called for redemption on a Redemption Date within the period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion on the Interest Payment Date. A Holder may convert a portion of a Debenture equal to $1,000 or any integral multiple thereof. A Debenture in respect of which a Holder has delivered a Holder Change of Control Acceptance Notice exercising the option of such Holder to require the Company to repurchase such Debenture as provided in Section 3.11 or a Purchase Acceptance Notice exercising the option of such Holder to require the Company to repurchase such Debenture as provided in Section 3.16 of the Indenture may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture."

Conversion. The Lender shall have At any time before repayment, the rightPurchaser may, in at its sole discretionelection and in whole or in part, to convert the outstanding principal and any accrued interestinterest of the Loan into fully paid ordinary shares of the Company (the “Conversion Shares”), fees transferred by the Seller or expenses due Motomova or newly issued by the Company at the Seller’s election, at a price per share equal to the Conversion Valuation divided by the number of shares of the Company on a Fully Diluted Basis as at the date of the Conversion Notice, by written notice to the Seller (a “Conversion Notice”). “Conversion Valuation” means the lower of (a) four (4) times the Company’s EBITDA for the fiscal year ending December 31, 2027, as derived from the Audited Financial Statements for that year, and (b) $10,000,000; provided that if the Company’s EBITDA for that fiscal year is zero or negative, clause (a) shall be disregarded, and if the Conversion Valuation determined under this Agreement sentence would be less than $2,000,000, the Conversion Valuation shall be $2,000,000. If a Conversion Notice is delivered before the Audited Financial Statements for the fiscal year ending December 31, 2027 are available, the Conversion Valuation shall be deemed to be $10,000,000 and the number of Conversion Shares shall be adjusted once such statements are available; if the adjustment results in fewer Conversion Shares than were delivered, the Purchaser shall return the excess to the Seller, and if the adjustment results in more Conversion Shares than were delivered, the Seller shall deliver the additional Conversion Shares to the Purchaser. No conversion shall result in the Purchaser and its affiliates holding, including the Purchased Shares, 19.999% or under any Revolving Note into shares more of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses share capital on a Fully Diluted Basis (the “Conversion AmountNYSE Blocker”), at . To the election extent any portion of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter Loan cannot be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section 2A.4 without exceeding the NYSE Blocker, that portion shall remain outstanding as a non-convertible loan bearing interest at the same rate and shall be repaid on the restrictive legend removed from Maturity Date. The Seller shall deliver the share certificates evidencing said shares Conversion Shares within ten business days after a Conversion Notice and shall procure any consents or waivers of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing DateMEA Minority required for that delivery.

Conversion. The Lender (a) Subject to compliance with Section 10.02, a Holder shall have the right, in its sole discretion, right to convert the outstanding all or any portion (if such portion is $1,000 principal and any accrued interest, fees amount or expenses due under this Agreement or under any Revolving Note into shares an integral multiple of the Company’s Common Stock, as set forth below. $1,000 principal amount) of its Securities (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion AmountOptional Conversion”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (any time from the date of giving issuance until the Close of Business on the Business Day immediately preceding the maturity date of the Notice of Conversion being a “Conversion Date”)Securities, into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock per $1,000 principal amount of Securities being converted equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 10.03). (b) The Company shall convert the Securities (“Mandatory Conversion”) into a number of shares of Common Stock per $1,000 principal amount of Securities equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 10.03), if the Daily VWAP of the Common Stock (or other security into which the Securities are convertible pursuant to Section 10.11) exceeds the Threshold Price in effect for at least 10 Trading Days (whether or not consecutive) during any period of 15 consecutive Trading Days (the portion “Mandatory Conversion Event”). Upon the occurrence of principalthe Mandatory Conversion Event, interestthe Company shall deliver notice to the Holders of the Securities, fees the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the Open of Business on the second Business Day following the Mandatory Conversion Event, which notice shall specify the date on which the Mandatory Conversion shall occur, which shall not be later than the fifth Business Day following the notice of the Mandatory Conversion Event (the “Mandatory Conversion Date”). Notwithstanding the foregoing, a Mandatory Conversion shall not occur unless, as evidenced by an Officers’ Certificate delivered to the Trustee and the Conversion Agent (if other than the Trustee) on the Mandatory Conversion Date, all of the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the date of the Mandatory Conversion Notice and (y) ending on, and including, the Mandatory Conversion Date (the “Equity Conditions Measuring Period”): (i) either (1) all shares of Common Stock issuable upon conversion of the Securities and held by a non-Affiliate of the Company shall be eligible for sale without the need for registration under any applicable federal or expenses converted state securities laws or (2) a shelf registration statement registering the resale of the shares of Common Stock issuable upon conversion of the Securities shall have been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such shelf registration statement to remain effective and available for use from the Mandatory Conversion Date until a date that is at least thirty days following the Mandatory Conversion Date; (ii) the Common Stock deliverable upon conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, or any of their respective successors (each, an “Eligible Market”) and shall not then be suspended from trading on such Eligible Market; (iii) at or prior to the Mandatory Conversion Date, for any Securities validly surrendered for Optional Conversion on or prior to the date of the Mandatory Conversion Notice in accordance with the foregoing. The terms of this Indenture, the Company shall have delivered and paid the number of Shares shares of Common Stock and the amount of cash due upon conversion of those Securities to the applicable Holders in accordance with Section 10.01(a); (iv) any shares of Common Stock to be issued upon each conversion may be issued without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is or are then listed or trading; and (v) no Event of Default shall have occurred and be determined by dividing Conversion Amount by continuing. The Company shall use its reasonable best efforts to keep the Conversion Price. Any amount of principal converted hereunder shall be registration statement described under Section 10.01(b)(i) above effective and available for reborrowing, use for at least 30 days following the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Mandatory Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator)Date. (c) In Interest shall cease to accrue on any Securities on the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11applicable Conversion Date. (d) Notwithstanding anything contained If a Holder exercises its right to require the Company to repurchase its Securities in this Section to connection with the contrary, upon the delivery occurrence of a Notice Change of Conversion Control in accordance with Section 4.09, such Holder may convert its Securities into Common Stock only if it withdraws its election to the Borrower, the Borrower shall have the right, on or its Securities repurchased in connection with such Change of Control and converts its Securities prior to the Conversion Delivery Date, to deliver to Close of Business on the Lender an amount in cash equal to Business Day immediately preceding the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrowerapplicable repurchase date. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender shall have and Borrower agree that, on and following the rightConversion Trigger Date, in its sole discretion, Lender has the right to convert all or any portion of the outstanding Obligations (i.e., principal amount of all Credit Extensions and any accrued interest, fees or expenses due and unpaid interest thereon under this Agreement or under any Revolving Note Agreement) into shares of Series A Preferred Stock of RMG Networks Holdings Corporation (“Series A Preferred Stock”) on the Company’s Common Stock, as terms set forth below. in the Certificate of Designation set forth as Exhibit B hereto. The “Conversion Trigger Date” shall mean the earlier of: (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (next calendar day following the “Conversion Amount”), at Drop Dead Date” under the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. Merger Agreement; (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal termination of the Merger Agreement pursuant to (i) the Conversion Amount Section 8.01(d) (the numeratorfailure to receive shareholder vote upon a final vote); divided by , (ii) eighty-five percent Section 8.01(e) (85%Company breach), (iii) on or after August 31, 2018, Section 8.01(g) (Adverse Recommendation Change) or (iv) on or after August 31, 2018, Section 8.01(h) (Superior Proposal) of the lowest daily volume weighted average price Merger Agreement; provided, that if the Borrower terminated the Merger Agreement under Section 8.01(h) of the Company’s Common Stock during the five (5) trading days immediately Merger Agreement prior to September 1, 2018, the Conversion Trigger Date as indicated in shall be the Notice later of Conversion (A) 150 days following the denominator). execution of the Merger Agreement or (B) 100 days following the execution of such definitive agreement with respect to a Superior Proposal; or (c) In the event date, if any, on which the authorized Shares Company breaches Section 6.02 of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Merger Agreement. Notwithstanding anything contained in this Section to the contrary, upon Lender shall have no right to convert the delivery Obligations into any shares of Series A Preferred Stock if (a) the Penalty Loan Conditions are satisfied or (b) Lender fails to fulfill its obligations to escrow funds with (or provide a Notice letter of Conversion credit to) the Escrow Agent in amount of $500,000 as and if required pursuant to the Borrowerterms of Section 2.2(b) and Lender has not cured or rectified such failure (other than failing to perform by the initial required date for such funding), the Borrower shall have the rightif any, on or prior to the Conversion Delivery Date, to deliver to termination of the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the BorrowerMerger Agreement. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender shall have the right, in its sole discretion, to convert the outstanding principal and any of this Note, all accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses other amounts in respect thereto shall be converted, if the Holder so elects, into NaviSite common stock, par value $0.01 per share (the “Conversion Amount”)"COMMON STOCK") in accordance with this Section 9. Subject to any express grace or cure periods set forth herein, at upon the written election of the LenderHolder and without payment of any additional consideration, by delivering to the Borrower a Notice this Note shall be converted into such whole number of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as is determined by dividing (A) all or a portion, as elected by the Holder, of the then outstanding principal of this Note, accrued and unpaid interest thereon, and any other amounts due in respect thereto by (B) $____________, [AVERAGE CLOSING PRICE FOR THE TEN TRADING DAYS ENDING ONE DAY PRIOR TO CLOSING] (such formula, the "CONVERSION FORMULA"), with such Conversion Formula to be appropriately adjusted to account for stock exists dividends, stock splits, reverse stock splits, stock combinations or other events. No fractional shares shall be issued, and the number of shares resulting from the Conversion Formula shall be rounded down to the nearest whole share. Any election by the Holder pursuant to this Section 9 shall be made by written notice to NaviSite, and such notice may be given: (a) at any time following the first anniversary of the date hereof until the eighteen (18) month anniversary hereof if the combined principal amount of the Primary Note and the Escrow Note then outstanding as of the first anniversary is greater than or equal to $20,000,000; (b) at any time following the eighteen (18) month anniversary hereof if the combined principal amount of the Primary Note and the Escrow Note outstanding as of said date is greater than or equal to $10,000,000; (c) at any time and from time to time after the second anniversary hereof; or (d) after the occurrence of an Event of Default, provided that if such Event of Default occurs prior to the effectiveness of the stockholder's approval contemplated by Section 5.18 of the Purchase Agreement, then this Note and the Primary Note collectively shall not be convertible into a number of shares of NaviSite's Common Stock that is equal to or greater than the Share Cap unless and until NaviSite has obtained the effective approval of its stockholders of those matters described in Section 5.18 of the Purchase Agreement. Notwithstanding the foregoing, in the event the Holder desires to convert pursuant to Section 9(a) or 9(b), NaviSite may, within 5 days of receipt of the Holder's Conversion Notice, notify the Holder of its good faith intent to pay, within 30 days of NaviSite's receipt of the Conversion Notice, to the Holder an amount that would cause the $20,000,000 threshold in Section 9(a) or the $10,000,000 threshold in Section 9(b), as applicable, to be satisfied if such payment had been made on the Closing Dateapplicable anniversary date. In such event, a Holder may only convert pursuant to Section 9(a) or 9(b), as applicable, in the 5 business day period following receipt of NaviSite's notice of its intent to pay. If the Holder does not convert, the restriction on conversion set forth in the previous sentence shall expire on the earlier to occur of (i) receipt from NaviSite of notice that it will not be able to pay such amounts and (ii) 30 days after NaviSite's receipt of the Conversion Notice. NaviSite shall act in good faith to promptly deliver the notice in clause (i) above in the event it becomes reasonably apparent to NaviSite that NaviSite will not be able to pay such amount in the 30 day period. Upon election to convert, the Holder shall surrender this Note, duly assigned or endorsed for transfer to NaviSite or shall deliver an affidavit of loss to NaviSite (together with an agreement to indemnify NaviSite in full with respect to any loss actually incurred with respect to the lost Note), at its principal executive office or such other place as NaviSite may from time to time designate by notice to the Holders. Upon surrender of this Note or delivery of an affidavit of loss (together with an agreement to indemnify NaviSite in full with respect to any loss actually incurred with respect to the lost Note), NaviSite shall commence the issuance of, and shall send by hand delivery, by courier or by first class mail (postage prepaid) to the Holder, or any to the Holder's designee, at the address designated by the Holder, certificates for the number of shares of capital stock Common Stock to which the Holder shall be entitled upon conversion. The issuance of certificates for Common Stock upon conversion of this Note shall be deemed effective as of the date of surrender of this Note or delivery of such affidavit of loss (together with an agreement to indemnify NaviSite in full with respect to any loss actually incurred with respect to the lost Note) and will be made without charge to the holder of this Note for any issuance tax in respect thereof or other costs incurred by NaviSite in connection with such conversion and the related issuance of such stock. In the event that the Holder elects to convert pursuant to this Section 9 less than all of the then outstanding principal of this Note, accrued and unpaid interest thereon, and any other amounts due in respect thereto, the Company shall issue a replacement note with the same terms as this Note and a principal equal to the amount of principal, interest and other amounts not converted into which Common Stock by the Holder. NaviSite 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 this Note as provided hereunder, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of this Note as provided hereunder; and if at any time the number of authorized but unissued shares of Common Stock shall hereafter not be changed or reclassified, at sufficient to effect the Conversion Price (as defined herein), determined conversion of this Note as provided herein. Upon delivery hereunder, NaviSite will take such corporate action as may be necessary to increase the Borrower number of a completed Notice its authorized but unissued shares of ConversionCommon Stock to such number of shares as shall be sufficient for such purpose, a form of which is annexed hereto as Exhibit I (and to reserve the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that appropriate number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued issuance upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, . NaviSite and the conversion price (“Conversion Price”) per share Holder shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated act in good faith in the Notice performance of Conversion (the denominator)their respective covenants hereunder. (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. (a) The Lender shall have principal amount of the rightNote, in its sole discretion, to convert the outstanding principal together with all accrued and any accrued unpaid interest, fees due and owing under the Note shall be convertible at any time on or expenses before the close of business on the Maturity Date (but shall not be convertible on or after the date set forth in a notice of redemption mailed in accordance with Section 3.03 of the Convertible Note Agreement in the case the Note or a portion thereof has been called for redemption pursuant to Section 7 hereof or is subject to repurchase pursuant to Section 10 hereof (unless the Company defaults in making the payment due under this Agreement upon redemption or under repurchase, as the case may be)), without the payment of any Revolving Note additional consideration and at the option of the holder hereof, into fully paid and nonassessable shares of the Company’s Common Stock, as set forth below. $.01 par value (athe “Common Stock”) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses at an initial conversion price of $15.58 per share (the “Conversion AmountPrice”). (b) In the event the Note has not been redeemed or repurchased by the Company on the dates indicated below (the “Measurement Dates”), subject to Section 7 and Section 8 hereof, the Conversion Price applicable to the Note shall be adjusted as of and on such Measurement Dates as follows Measurement Date Conversion Price Jan 1 2005 $ 15.31 Apr 1 2005 $ 15.04 Jul 1 2005 $ 14.51 Oct 1 2005 $ 13.97 Jan 1 2006 $ 13.43 Apr 1 2006 $ 12.89 Jul 1 2006 $ 12.36 (c) In order to convert all or any portion of the principal amount of the Note (together with all accrued and unpaid interest thereon) into Common Stock, a Holder shall surrender the Note at the election office of the Lender, by delivering to the Borrower a Notice of Conversion Agent (as defined herein) (in the date of giving Convertible Note Agreement), duly endorsed or assigned to the Company in blank, and shall give written notice to the Company at such office of the Notice of Conversion being a “Conversion Date”), into fully paid Holder’s election to convert the Note and nonassessable shares of Common Stock as such stock exists on shall state therein the Closing Date, or any shares of capital stock amount of the Note being converted. Thereupon the Company into which such Common Stock shall hereafter be changed or reclassifiedpromptly, at and in any event within five business days after delivery of the Conversion Price (as defined herein)conversion notice, determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver at such office to the Lender within four (4) Business Days after Holder a certificate or certificates for the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for to which the portion of principal, interest, fees or expenses converted in accordance with the foregoingHolder shall be entitled. The number of Shares of Common Stock to be issued upon each Such conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject deemed to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days have been made immediately prior to the Conversion Date close of business on the date of such surrender of the Note, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as indicated the record holder or holders of such Common Stock on such date. The Company will issue a check in lieu of any fractional share equal to the fair market value of such fractional share as provided in the Notice Convertible Note Agreement. A Holder may convert a portion of Conversion (a Note if the denominator). (c) In portion is at least $1,000 of principal amount or an integral multiple of $1,000 principal amount. If a Holder submits for conversion less than the event the authorized Shares entire principal amount of Common Stock are insufficient to cover the Lender’s conversiona Note, the Borrower shall, upon delivery of Company shall promptly issue and deliver a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times new Note in the amount of Shares the principal amount remaining owing hereunder and in the form of Common Stock required to be issued to Lender in accordance with this Section 11the Note so exchanged. (d) Notwithstanding anything contained in this Section The Conversion Price and the securities to be acquired on conversion of the contrary, upon the delivery of a Notice of Conversion Note is subject to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, adjustment in the event of certain events such delivery of cash equal to as stock splits, distributions, stock dividends, recapitalizations, reorganizations, acquisitions, or reverse stock splits as provided in the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the BorrowerConvertible Note Agreement. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of The Common Stock issued pursuant to upon conversion of this Section Note shall bear a restrictive legend until after the second anniversary of the later of the date hereof and the restrictive legend removed last date on which the Company or any affiliate of the Company (as such term is defined in the Securities Act) was the owner of such shares or the Note from which such shares were converted (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder). (f) The Common Stock issuable upon conversion of this Note is subject to additional restrictions on transfer as set forth in the Investor Rights Agreement, dated July 27, 2004, a copy of which is on file with and which may be obtained from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or Company (the “Investor Rights Agreement”). By accepting this Note the Holder agrees to be incurred bound by the Lender in order to have a legal opinion of counsel issued after the Closing DateInvestor Rights Agreement.

Conversion. The Lender shall 1 A Holder is entitled, at its option, at any time on or after the close of business on January 1, 1998, or in case a Debenture is called for redemption by the Company, or the Holder elects to have such Debenture redeemed by the rightCompany pursuant to Section 3(c), then in its sole discretionrespect of such Debenture until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the date that is 5 days (or if such day is a non-business day as described in Section 10 in New York City, then the next business day) preceding the date fixed for redemption, to convert such Debenture into the Reserved Post Recoupment Percentage Interest at a price equal to an outstanding aggregate unpaid principal amount of Debentures held by such Holder by surrender of the Debenture, or in the case of a Debenture submitted for redemption pursuant to Section 3(c), satisfactory evidence of such submission, together with the conversion notice hereon duly executed at the office of the Company. Upon any such conversion, the Company will establish a capital account for the Holder in the amount of the aggregate unpaid principal amount of the Debenture converted by the Holder and including all unpaid and accrued interest, and the amount of the aggregate principal amount of the Debenture converted by the Holder shall thereupon become the Holder's Preferred Partner's Preferred Capital Amount under the Partnership Agreement and the amount of the unpaid and accrued interest on the Debenture converted by the Holder, if any, shall thereupon be included as the Preferred Partner's Aggregate Preference Amount in the determination of the Holder's Preferred Partner's Unrecovered Preferred Capital Amount going forward in the Partnership. Notwithstanding the preceding sentence of this Section 4(a) and the first sentence of Section 4(b), at its sole option upon any such conversion, the Company may establish for the Holder a Preferred Partner's Unrecovered Preferred Capital Amount equal to the outstanding principal and any accrued interest, fees or expenses due under balance of this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and Debenture together with unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election in lieu of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversionpaying interest thereon. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. 7.1 The Lender shall have the right, in its sole discretion, be entitled to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note Loan into shares of Conversion Shares on the Company’s Common Stock, as terms set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses out below (the “Conversion AmountRight”). 7.2 Subject to Clause 7.1, the Conversion Right can be exercised at any time for the period commencing on the date hereof and ending on 23rd March 2019 (“Conversion Period”), at in full and not in part, by the election Lender serving a Conversion Notice on the Company. A Conversion Notice, once received by the Company, shall be irrevocable. 7.3 For the purposes of Clauses 7.1 and 7.2, the Conversion Shares shall be calculated as follows: (i) in the event that the Conversion Right is exercised within 7 Business Days immediately following the Maturity Date, it shall result in the Lender being issued the Conversion Shares based on the share price of USD0.50 per Share. (ii) in the event that the Conversion Right is exercised after the Maturity Date but within 7 Business Days immediately following the Extended Maturity Date, it shall result in the Lender being issued the Conversion Shares based on the share price of USD0.60 per Share. 7.4 Upon receipt by the Company of the Conversion Notice and its enclosures, in each case duly executed by the Lender: (i) Rebel Group shall allot and issue, by delivering on or prior to the Borrower a Notice of Conversion (as defined herein) (date falling 10 Business Days after the date of giving of the Conversion Notice of Conversion being a (the “Conversion Date”), into in favour of the Lender the Conversion Shares; and (ii) the Lender shall be deemed to have applied and subscribed for the Conversion Shares at a total consideration equal to the principal sum of the Loan, and the Loan shall be deemed to be fully paid discharged and nonassessable shares released simultaneously upon the allotment of Common Stock as such stock exists on the Closing Conversion Shares to the Lender. 7.5 On the Conversion Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion.following: (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the definitive share certificate in respect of the Conversion Amount Shares (the numeratorcredited as fully paid-up); divided by and (ii) eighty-five percent (85%) a certified true copy of the lowest daily volume weighted average price updated register of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice members of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover Rebel Group with the Lender’s conversion, the Borrower shall, upon delivery name entered thereon as a member of a completed Notice Rebel Group in respect of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the BorrowerShares. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender In the event of (a) any Event of Default, the Lenders shall have the right, in its sole discretionat their option, to convert the outstanding principal and all or any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares part of the Company’s Common StockObligations into common Capital Stock of Pledgor at any time while such Event of Default is continuing, as set forth below. and (b) the consummation of any Permitted Additional Equity Raise, all of the Obligations shall automatically convert into common Capital Stock of Pledgor effective immediately prior to the closing of the Permitted Additional Equity Raise, unless at least two (2) Business Days prior to the execution of the definitive business combination agreement (or similar definitive agreement) in connection with the Permitted Additional Equity Raise, the Lenders elect in writing to not convert the Obligations (subsections (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”b), at the election of the Lendercollectively, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Loan Conversion”), the . Borrower shall issue provide the Administrative Agent with reasonable notice prior to the execution of such business combination agreement (and in no event less than twelve (12) Business Days’ notice), and such notice shall include the then current draft of such agreement. Borrower shall also promptly provide any other material agreements or information reasonably requested by the Lenders which would allow the Lenders to evaluate the transactions contemplated by the business combination agreement. Upon the consummation of the Loan Conversion, Pledgor shall deliver to the Lender within four (4) Business Days after Lenders the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common common Capital Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to the quotient of (i) the Conversion Amount amount of the Obligations (for the numerator); avoidance of doubt, such amount shall be at the Applicable Price, which includes 111% of the aggregate of the sum of the Called Principal and accrued and unpaid interest outstanding) divided by (ii) eighty-five percent the Loan Conversion Price (85%with such common Capital Stock being allocated among the Lenders as directed by the Administrative Agent). The Lenders may place conditions on such conversion with respect to the consummation of a Permitted Additional Equity Raise or a Liquidity Transaction (as defined in the Pledgor LLCA) and/or as required by the Lenders to comply with Applicable Laws, including the expiration or termination of any applicable antitrust laws, in which case the conversion shall be effective upon the satisfaction of such conditions. All costs and expenses (including filing fees) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior Lenders with respect to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion filings under any applicable antitrust laws shall be null and void and no conversion shall be undertaken borne by the Borrower. (e) . Borrower shall pay any documentary, stamp or similar issue or transfer tax due on the issue of common Capital Stock of Pledgor upon conversion. Pledgor shall reserve (and shall keep available and free from preemptive rights) and shall continue to reserve out of its authorized but unissued common Capital Stock a sufficient number of common Capital Stock to permit the conversion of the Obligations in full. All common Capital Stock that are issued upon the Loan Conversion shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, not subject to any preemptive rights, and, be free from all expenses incurred taxes, Liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue and those under applicable federal, state or other securities laws. Notwithstanding the foregoing, if at the time of the Loan Conversion, the Capital Stock of Borrower (or any successor entity to Borrower) will be incurred by publicly listed, then Lenders shall have the Lender option (which shall be exercised in connection with having writing no later than two (2) Business Days prior to the shares execution of Common the definitive business combination agreement) to receive common Capital Stock issued pursuant of Borrower (or any successor entity to this Section and Borrower that will be publicly listed) instead of the restrictive legend removed from Pledgor delivering common Capital Stock in the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing DatePledgor.

Conversion. The Lender shall have Loan and the right, in its sole discretion, to Note will convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below.follows: (a) Lender shall have If, prior to the rightMaturity Date, in its sole discretionthe Borrower consummates a Qualifying Private Placement, to convert any outstanding and unpaid issuing Qualifying Shares at a cash consideration paid of $10 or more per share, the principal portion owing hereunder or under of the Note shall automatically convert (as of the date of consummation of the Qualifying Private Placement) into Qualifying Shares which shall represent 2.68% of the total issued and outstanding stock of the Borrower immediately after the consummation of the Qualifying Private Placement, on a fully diluted basis and shall not have less rights than those described in Exhibit 2 attached to this Agreement; or (b) If, prior to the Maturity Date, the Borrower consummates a Qualifying Private Placement, issuing Qualifying Shares at a cash consideration paid of less than $10 per share, the Note shall automatically convert (as of the date of consummation of the Qualifying Private Placement) into that number of Qualifying Shares equal to the outstanding principal amount of the Note divided by the offering price for Qualifying Shares pursuant to the terms of the Qualifying Private Placement; provided, that in no event shall such Qualifying Shares received by the Lender represent less than 2.68%, on a fully diluted basis, of the total issued and outstanding stock of the Borrower immediately after the consummation of the Qualifying Private Placement and shall not have less rights than those described in Exhibit 2 attached to this Agreement; (c) At any Revolving Notetime, and accrued interest thereon and any fees or expenses (prior to the “Conversion Amount”)Maturity Date, at the election request of the Lender, by delivering to it may convert the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”)Note into common stock or, into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Dateat its selection, or any shares of capital other then outstanding stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery Borrower more senior to the Borrower of a completed Notice of Conversioncommon stock, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower on ten days prior written notice given to Borrower. The Note shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) convert into that number of shares of Common Stock for stock of the portion Borrower equal to 2.68%, on a fully diluted basis, of principalthe total issued and outstanding stock of the Borrower on such conversion date and shall not have less rights than those described in Exhibit 2 attached to this Agreement. Upon conversion of this Note, interest, fees or expenses converted in accordance with interest accrued on the foregoing. The number principal amount of Shares of Common Stock the Loan to be issued upon each conversion such date shall be determined by dividing Conversion Amount paid to the Lender at the Office or such other place as may be designated by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion written notice given to the Borrower, on the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified date of conversion in the Notice event the Note is converted upon Section 2.7 (c) or on the date of Conversion and, consummation of the Qualifying Private Placement and in the latter case the interest may be paid out of the proceeds thereof. The Lender hereby agrees in the event of such delivery a conversion under Sections 2.7 (a) or (b), (i) to enter into all agreements and other documents generally applicable to purchasers of cash equal Qualifying Shares in the Qualifying Private Placement and (ii) upon issuance of the Qualifying Shares to the Conversion Amount Lender or its designee and upon payment to the LenderLender of the interest that accrued on the Note, said Notice to return the Note to the Borrower for cancellation on the date of Conversion shall be null conversion of the Loan and void the Note. Upon conversion, receipt of the Qualifying Shares and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender payment of interest as described in connection with having the shares of Common Stock issued pursuant to this Section 2.7 the terms and provisions of this Agreement, other than the restrictive legend removed from the share certificates evidencing said shares provisions of Common StockExhibits 2, including, but not limited to, any expense incurred 2 (a) and 2(b) shall automatically terminate and be of no further force or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Dateeffect.

Conversion. The Lender shall have 7.1 Each Bond Is mandatory convertible into common shares in the right, in its sole discretionshare capital of the Issuer at a conversion price of EUR 3.3543 per common share, to convert be applied towards the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares nominal value of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses each Bond (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to on the earliest of: (ia) the Conversion Amount fifth business day following the delivery by the Majority Institutional Investors (as defined in the numerator); divided by (ii) eighty-five percent (85%Securityholders’ Agreement) of a written notice related to the lowest daily volume weighted average price exercise of the Company’s Common Stock during Drag-Along Right in accordance with Section 1.4 of the five Securityholders’ Agreement; (5b) trading days the date immediately prior to the Conversion Date as indicated public filing of a registration statement in the Notice of Conversion (the denominator).connection with an IPO; or (c) the third anniversary of the date hereof. 7.2 In the event the authorized Shares of Common Stock are insufficient order to cover the Lender’s conversioneffect conversion pursuant to clause 7.1, the Borrower shallIssuer shall complete and sign the conversion notice attached hereto as Annex I and deliver the notice to the Holder. 7.3 If the Issuer shall at any time prior to the conversion of the Bonds subdivide its common shares, upon delivery of a completed Notice of Conversionby split-up or otherwise, cause or combine its common shares, the number of authorized Shares common shares issuable on the conversion of Common Stock the Bonds shall forthwith be proportionately increased in the case of a subdivision, or proportionately decreased in the case of a combination. Any adjustment under this clause 7.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. 7.4 Upon conversion of a Bond, the Issuer will arrange for the number of whole common shares deliverable upon conversion of such Bond to be increased delivered to its Holder by means of execution of a notarial deed of issue of shares within forty-five (45) 14 business days to an amount equal to three (3) times after the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section Conversion Date. The Holder will, to the contraryextent required, upon cooperate so that such conversion and delivery can be effectuated. Fractional shares will not be delivered. For any fractional shares the delivery of a Notice of Conversion Issuer will pay to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender Holder an amount in cash equal equivalent to the fraction times the Conversion Amount as specified in Price. 7.5 Upon conversion of a Bond, other than cash paid for fractional shares, the Notice of Conversion and, in the event of such Holder will not receive any additional cash payment. The delivery of cash equal to the Conversion Amount to Holder of the Lender, said Notice fixed number of Conversion shall be null and void and no conversion shall be undertaken by common shares into which the Borrower. (e) Borrower shall pay Bond is convertible together with any cash payment for fractional shares satisfies any and all expenses incurred or obligations of the Issuer with respect to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stockconverted Bond, including, but without limitation, the obligation to pay the principal amount at maturity of the Bond. 7.6 All Bonds converted shall be cancelled. Cancelled or converted Bonds may not limited to, any expense incurred be reissued or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Dateresold.

Conversion. The Lender shall have 11.1 Conversion at the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares option of the Company’s Common Stock, as set forth below.Lender (a) At any time prior to the Final Maturity Date and subject to Clause 11.3 (Final Maturity Conversion Notice), the Lender shall have may elect, by serving no less than 30 days’ written irrevocable notice (the right, in its sole discretionConversion Notice) on the Borrower, to convert any exercise its conversion right in respect of the principal amount outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses of the Loan at such time (the “Conversion Amount”), at Right) so as to convert the election of Loan (in whole and not in part) into the Lender, by delivering to Conversion Shares (the Borrower Conversion) on a Notice of Conversion specified date (as defined herein) (being a Business Day not less than 60 days after the date of giving of such notice, the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on . To the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at extent the Conversion Price is the subject of any Mandatory Consent, the Conversion Date shall be extended as required in order for such Mandatory Consent to be obtained. (as defined herein), determined as provided herein. Upon delivery to b) On the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”)Conversion Date, the Borrower shall issue and deliver allot the Conversion Shares to the Lender within four (4following which all liabilities of the Obligors in respect of the principal amount outstanding of the Loan and any accrued but unpaid interest) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator)irrevocably and unconditionally extinguished. (c) In the event the authorized Shares of Common Stock are insufficient Subject to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. paragraph (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the rightbelow, on or prior to the Conversion Delivery Date (but in any event prior to the issue of the Conversion Shares), the Borrower shall: (i) if so required by the Lender and specified in the Conversion Notice, issue and allot ordinary shares to the ▇▇▇▇▇ Shareholder in an amount equal to the value of: (A) such amount of outstanding Structural Shareholder Indebtedness as specified by the Lender to be capitalised, following which a corresponding portion of the outstanding Structural Shareholder Indebtedness shall be irrevocably and unconditionally waived, terminated and extinguished; and (B) such amount of outstanding ▇▇▇▇▇ Funded Amounts as specified by the Lender to be capitalised following which a corresponding portion of the outstanding ▇▇▇▇▇ Funded Amounts shall be irrevocably and unconditionally waived, terminated and extinguished, and (ii) if so required by the Lender and specified in the Conversion Notice, procure the irrevocable and unconditional waiver and release of all Permitted Wider Group Debt Guarantees. (the Conversion Capitalisation and Release Right). 11.2 Conversion at the option of the Borrower (a) At any time following the fifth anniversary of the Closing Date, the Borrower may, upon written notice to the Lender (the Borrower Conversion Notice), request that the Lender exercise its Conversion Right. (b) Within 60 days of receipt of the Borrower Conversion Notice, the Lender must either: (i) consent in writing to the Conversion and deliver to the Lender an amount in cash equal Borrower a Conversion Notice with such consent following receipt of which the provisions of Clause 11.1 (Conversion at the option of the Lender) shall apply; or (ii) consent to the Conversion Amount as specified Borrower repaying the Loan in full at the Notice of Conversion and, in the event of such delivery of cash equal Repayment Price by providing written notice to the Conversion Amount Borrower within 30 days of the date of the Borrower conversion Notice, and the Borrower shall then specify to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken Lender the long-stop date by which it intends to repay the Borrower. Loan (e) Borrower shall pay any and all expenses incurred or such date to be incurred no later than the date falling 6 months after receipt of the Lender’s consent to repayment), and shall effect repayment by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Dateno later than that that long-stop date.

Conversion. The Lender shall 6.1 At any time after the Issue Date until the Maturity Date, and provided that this Debenture is then outstanding, the Company is not subject to a cease trade order by any regulatory authority, and its shares of Common Stock are traded on the Exchange, TSX Venture Exchange or similar stock exchange, the Principal Amount then outstanding, excluding any accrued interest thereon (the “Accrued Interest”), may be converted into Conversion Units at the option of the Holder, in whole or in part, at any time and from time to time. At the time of conversion, the Holder may elect to have the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note Accrued Interest converted into shares of common stock at the Company’s Common Stocka price per share equal to the volume weighted average trading price of shares of common stock, as set forth belowcalculated by dividing the total value by the total volume of securities traded for the five trading days immediately preceding the Conversion Date. (a) Lender 6.2 The Holder shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, effect conversions by delivering to the Borrower a Company the form of Notice of Conversion attached hereto as Annex A (as defined herein) (a “Notice of Conversion”), specifying the amount of the Principal Amount to be converted and the date of giving of the Notice of Conversion being on which such conversion is to be effected (a “Conversion Date”), into fully paid and nonassessable shares which shall not be less than ten (10) days following the date of Common Stock as such stock exists on the Closing Date, or any shares of capital stock delivery of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Notice of Conversion. If no Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of Date is specified in a completed Notice of Conversion, a form the Conversion Date shall be the date that is ten (10) days following the date of which is annexed hereto as Exhibit I (delivery of the “Notice of Conversion”). To effect conversions hereunder, the Borrower Holder shall issue not be required to physically surrender the Debenture to the Company unless the entire Principal ▇▇▇▇▇▇ has been converted. 6.3 Conversions hereunder shall have the effect of lowering the outstanding Principal Amount in an amount equal to the applicable amount of the Principal Amount being converted. The Holder and the Company shall maintain records showing the Principal ▇▇▇▇▇▇ converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within five business days of receipt of such notice. The Holder, by acceptance of this Debenture, acknowledges and agrees that following conversion of a portion of this Debenture, the unpaid and unconverted Principal Amount may be less than the amount stated on the face hereof. 6.4 The number of Conversion Units issuable upon a conversion shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of the Principal Amount to be converted and (y) is the Conversion Price. 6.5 Not later than ten (10) Trading Days after any Conversion Date, the Company will deliver to the Lender within four (4) Business Days after Holder certificates representing the Conversion Date (Units which shall bear such third day being restrictive legends and trading restrictions as are required by applicable laws, representing the “Conversion Delivery Date”) that number of shares of Common Stock and Warrants being acquired. 6.6 If the Company shall at any time or from time to time while any Principal Amount is still outstanding, effect a subdivision or reverse stock split of the outstanding Common Stock, the Conversion Price in effect immediately before a subdivision shall be proportionately decreased, and, conversely, the Conversion Price in effect immediately before a reverse stock split shall be proportionately increased. Any adjustment under this subsection 6.6 shall become effective at the close of business on the date the subdivision or reverse stock split becomes effective. 6.7 If the Company at any time or from time to time while any Principal Amount is still outstanding, issues, or fixes a record date for the portion determination of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares holders of Common Stock entitled to be issued upon each conversion receive, a dividend or other distribution payable solely in additional shares of Common Stock, the Conversion Price that is then in effect shall be determined decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by dividing Conversion Amount by multiplying the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to Price by a fraction (i) the Conversion Amount (numerator of which is the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the total number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section and subsection 6.7 to reflect the restrictive legend removed actual payment of such dividend or distribution. 6.8 If the Company at any time or from time to time while any Principal Amount is still outstanding, issues, or fixes a record date for the share certificates evidencing said determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company other than shares of Common StockStock or in other property, includingin each such event provision shall be made so that the Holder shall receive upon conversion hereof, but in addition to the number of Conversion Units receivable hereupon, the amount of securities of the Company or other property which the Holder would have received had this Debenture been converted into Common Stock on the date of such event and had it thereafter, during the period from the date of such event to and including the conversion date, retained such securities or other property receivable by it as aforesaid during such period, subject to all other adjustments called for during such period under this subsection 6.8 with respect to the rights of the Holder or with respect to such other securities or other property by their terms. As used herein, the term “other property” does not limited toinclude cash. 6.9 If at any time or from time to time while any Principal Amount is still outstanding, the Conversion Units issuable upon the conversion of this Debenture are changed into the same or a different number of shares of any class or series of stock, whether by recapitalization, reclassification or otherwise (other than a subdivision or reverse stock split or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 6), then in any such event the Holder shall have the right thereafter to convert this Debenture into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which this Debenture could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. 6.10 Upon a conversion hereunder, the Company shall not be required to issue stock or warrant certificates representing fractions of Conversion Units, and the Holder shall be entitled to receive, in lieu of the final fraction of a Conversion Unit, cash equal to the value of such fraction of a Conversion Unit. 6.11 If at any time while this Debenture is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another entity, (ii) the Company effects any sale of all or substantially all of its assets in one or more transactions, (iii) any tender offer or exchange offer (whether by the Company or another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than a subdivision or reverse stock split or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 5) (in any such case, a “Fundamental Change”), then upon any subsequent conversion of this Debenture, the Holder shall have the right to receive, for each Conversion Unit that would have been issuable upon such conversion absent such Fundamental Change, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Change if it had been, immediately prior to such Fundamental Change, the holder of one share of Common Stock (the “Alternate Consideration”). If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Change, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Debenture following such Fundamental Change. In the event of a Fundamental Change, the Company or the successor or purchasing entity, as the case may be, shall execute with the Holder a written agreement providing that: (a) this Debenture shall thereafter entitle the Holder to purchase the Alternate Consideration; (b) in the case of any such successor or purchasing entity, upon such consolidation, merger, statutory exchange, combination, sale or conveyance such successor or purchasing entity shall be jointly and severally liable with the Company for the performance of all of the Company’s obligations under this Debenture and the Subscription Agreement entered into in connection with the issuance of this Debenture; and (c) if registration or qualification is required under the Exchange Act or other applicable securities laws for the public resale by the Holder of shares of stock and other securities so issuable upon conversion of this Debenture, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, statutory exchange, combination or sale. 6.12 If, in the case of any Fundamental Change, the Alternate Consideration includes shares of stock, other securities, other property or assets of an entity other than the Company or any such successor or purchasing entity, as the case may be, in such Fundamental Change, then such written agreement shall also be executed by such other entity and shall contain such additional provisions to protect the interests of the Holder as the board of directors of the Company shall reasonably consider necessary by reason of the foregoing. At the Holder’s request, any expense incurred successor to the Company or surviving entity in such Fundamental Change shall issue to the Holder a new Debenture consistent with the foregoing provisions and evidencing the Holder’s right to convert such Debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Change is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this section and insuring that this Debenture (or any such replacement security) will be incurred by the Lender in order similarly adjusted upon any subsequent transaction analogous to have a legal opinion of counsel issued after the Closing DateFundamental Change.

Conversion. (a) The Lender shall have Preferred Stock will be convertible according to the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as procedure set forth belowin the Certificate of Designation. (ab) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, The Preferred Stock and accrued interest thereon and any fees or expenses (the “Conversion Amount”), dividends will be convertible into Company Shares at the Subscriber's, or then Holder's election at the Conversion Price which is the lesser of (i) 105% of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving five day average closing bid price of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists ending on the trading day before the Closing Date, or any shares of capital stock (ii) 80% of the Company into which such average of the three lowest closing bid prices of the Common Stock shall hereafter be changed or reclassifiedfor the ten trading days prior to, at but not including the Conversion Price Date (as defined in the Certificate of Designation) ("Look-Back Period"). The Look-Back Period will be increased by two trading days for each thirty calendar days commencing 150 days after the Closing Date, up to a maximum of a twenty (20) day Lock- Back Period. (c) The Company understands that a delay in the delivery of the Shares and Preferred Stock certificates representing the unconverted balance of a Preferred Stock certificate tendered for conversion beyond the date described for such delivery set forth in the Certificate of Designation ("Delivery Date") or Mandatory Conversion Date (as that term is employed in the Certificate of Designation), or late delivery of a Mandatory Redemption Payment (as defined herein), determined as provided herein. Upon delivery the case may be, could result in economic loss to the Borrower Subscriber. As compensation to the Subscriber for such loss, the Company agrees to pay late payments to the Subscriber for late delivery of Shares upon Conversion and late delivery of a completed Preferred Stock certificate for the unconverted portion of a Preferred Stock certificate or late delivery of a Mandatory Redemption Payment in the amount of $100 per business day after the Delivery Date for each $10,000 of Stated Value of Preferred Stock being converted and Preferred Stock certificate remaining undelivered or Mandatory Redemption Payment not paid. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Shares within three business days after the Delivery Date, the Subscriber will be entitled to revoke the relevant Notice of Conversion, Conversion by delivery in a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver notice to such effect to the Lender within four (4) Business Days after Company whereupon the Conversion Date (such third day being Company and the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock Subscriber shall each be restored to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days their respective positions immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice such notice of Conversionrevocation, cause except that late payment charges described above shall be payable through the number date notice of authorized Shares of Common Stock revocation is given to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11Company. (d) Notwithstanding anything Nothing contained herein or in this Section any document referred to herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the contrary, upon the delivery of a Notice of Conversion Subscriber and thus refunded to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the BorrowerCompany. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender shall have Subject to the rightnext four succeeding sentences, in its sole discretion, to a Holder of this Note may convert the outstanding principal and it or any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares portion of the Company’s Common Stockprincipal amount thereof which is $1,000 or an integral multiple of $1,000 into duly authorized, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein)below) in effect at the time of conversion at any time before the close of business on July 15, determined as provided herein2008. Upon delivery to In case this Note or a portion thereof is called for redemption, such conversion right in respect of this Note or the Borrower portion so called shall expire at the close of business on the Business Day preceding the Redemption Date, except that in case a Note or portion thereof is called for redemption, and the Redemption Date occurs on an Interest Payment Date, such conversion right in respect of this Note or the portion so called, shall expire at the close of business on the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a completed Notice Change of ConversionControl for which the Holder exercises its repurchase right with respect to this Note or a portion thereof, a form such conversion right in respect of this Note or portion thereof shall expire at the close of business on the Business Day immediately preceding the Change of Control Repurchase Date, unless the Company defaults in make the payment due upon repurchase. A Note in respect of which a Holder has delivered a Change of Control Repurchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice of exercise is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted withdrawn in accordance with the foregoingterms of the Indenture. The number of Shares of Common Stock to be issued upon each conversion Conversion Price shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject initially equal to adjustment as provided herein, the conversion price (“Conversion Price”) $36.531 per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, includingsubject to adjustment in certain events described in the Indenture. The Company shall pay a cash adjustment as provided in the Indenture in lieu of any fractional share of Common Stock. To convert a Note, but not limited toa Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, any expense incurred or (2) surrender the Note to be incurred the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Lender in order to have a legal opinion of counsel issued after Conversion Agent, the Closing DateCompany or the Trustee and (4) pay any transfer or similar tax, if required.

Conversion. The Lender shall have Subject to the rightprovisions of Article 12 of the Indenture, in its sole discretion, to a Holder of a Note may convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving such Note into shares of Common Stock of the Company’s Common Stock, as set forth below. Company if any of the conditions specified in paragraphs (a) Lender through (g) of Section 12.01 of the Indenture is satisfied; provided, however, that if such Note is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding the Redemption Date of such Note (unless the Company shall have default in making the rightredemption payment when due, in its sole discretionwhich case the conversion right shall terminate at the close of business on the date such Default is cured and such Note is redeemed). The initial conversion price is $27.57 per share, subject to convert any outstanding and unpaid adjustment under certain circumstances as described in the Indenture (the "Conversion Price"). The number of shares issuable upon conversion of a Note is determined by dividing the principal portion owing hereunder or under any Revolving amount of Notes converted by the Conversion Price in effect on the conversion date. In the event of a conversion of a Note, the Company has the option to deliver the Cash Conversion Price to the Holder of the Note surrendered for such conversion as provided in Section 12.02 of the Indenture. Upon conversion, no adjustment for interest (including Contingent Interest and accrued interest thereon and any fees or expenses (the “Conversion Amount”Additional Amounts, if any), at or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the election of the Lender, by delivering to the Borrower a Notice of Conversion current market price (as defined hereinin the Indenture) (of the Common Stock on the last Trading Day prior to the date of giving of conversion. To convert a Note, a Holder must (a) complete and sign the Notice of Conversion being a “Conversion Date”), into fully paid conversion notice set forth below and nonassessable shares of Common Stock as deliver such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at notice to the Conversion Price Agent, (as defined herein), determined as provided herein. Upon delivery b) surrender the Note to the Borrower of a completed Notice of ConversionConversion Agent, a form of which (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Note is annexed hereto as Exhibit I (the “Notice of Conversion”)held in book-entry form, the Borrower shall issue complete and deliver to the Lender within four (4) Business Days after Depositary appropriate instructions pursuant to the Conversion Date (such third day being Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion between the “Conversion Delivery Date”) that number of shares of Common Stock record date for the payment of an installment of interest and the related interest payment date, the Note must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Additional Amounts, if any), payable on such interest payment date on the principal amount of the Note or portion thereof then converted; provided, however, that no such payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the interest payment date. A Holder may convert a portion of principala Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder has delivered a Purchase Notice or a Change of Control Purchase Notice exercising the option of such Holder to require the Company to repurchase such Note as provided in Section 3.08 or Section 3.09, interestrespectively, fees or expenses of the Indenture may be converted only if such notice of exercise is withdrawn in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option terms of the Lender, following such conversionIndenture. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender (a) Each Holder of Preferred Stock shall have the rightright at any time, in at its sole discretionoption, to convert convert, subject to the outstanding principal terms and provisions of this Section 8 and subject to the applicable limitations set forth in Section 12, any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into all of such Holder’s shares of Preferred Stock into Common Stock at a conversion rate equal to the Company’s Common quotient of (i) the Liquidation Preference; divided by (ii) the Base Conversion Price (subject to adjustment as provided in this Section 8, the “Conversion Rate”) per share of Preferred Stock. Notwithstanding the foregoing, as set forth below. (a) Lender but subject to the Conversion Cap, each Holder of Preferred Stock shall have the rightright (the “Seven-Year Holder Conversion Right”) at any time after the seven-year anniversary of the Issue Date, if the then-current Conversion Price exceeds the Weighted Average Price for the Common Stock during any 10 consecutive Trading Days, at its option by delivery of a Notice of Conversion in its sole discretionaccordance with Section 8(b) below no later than 5 Business Days following such 10th consecutive Trading Day, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”)all of such Holder’s shares of Preferred Stock into, at the Corporation’s sole discretion, either Common Stock, cash or a combination of Common Stock and cash; provided, that the Corporation shall provide such converting Holder notice of its election within 2 Trading Days of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving receipt of the Notice of Conversion being Conversion; provided further, that in the event the Corporation elects to issue Common Stock for all or a portion of such conversion, the “Conversion Date”)Rate” for such conversion (subject to the applicable limitations set forth in Section 12) shall mean the quotient of the Liquidation Preference divided by the average Weighted Average Price for the Common Stock during the 20 consecutive Trading Days commencing on the Trading Day immediately following the Trading Day on which the Corporation provided such notice. If the Corporation does not elect a settlement method prior to the deadline set forth, the Corporation shall be deemed to have elected to settle the conversion entirely in Common Stock. Notwithstanding anything to the contrary herein, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be converted pursuant to this Section 8 in the aggregate into fully paid and nonassessable more than 19.99% of the shares of Common Stock as such stock exists outstanding on the Closing DateIssue Date (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or any shares of capital stock of other similar recapitalization) (such limitation, the Company into which such Common Stock shall hereafter be changed or reclassified, at the “Conversion Price (as defined hereinCap”), determined as provided herein. Upon delivery to the Borrower conversion of a completed Notice any share of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”)Preferred Stock, the Borrower Corporation shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day converting Holder, in respect of each share of Preferred Stock being the “Conversion Delivery Date”) that converted, a number of shares of Common Stock for equal to the portion Conversion Rate, together with a cash payment in lieu of principal, interest, fees or expenses converted any fractional share of Common Stock in accordance with Section 10, on the foregoingsecond Business Day immediately following the relevant Conversion Date; provided, that upon any Holder’s election to convert any share or shares of Preferred Stock pursuant to the second sentence of this Section 8(a) the Corporation shall have the option to deliver the applicable conversion value (or any portion thereof) in cash in lieu of shares of Common Stock, after providing such Holder at least 2 Business Days’ prior written notice of its election pursuant to this proviso; provided further, that any such payment in cash in lieu of shares of Common Stock shall be made in an amount equal to the Liquidation Preference for every whole share of Preferred Stock so converted; provided further, that if the conversion value consists (x) solely of cash, then the Corporation shall deliver such cash payment to the Holder no later than 2 Trading Days from the receipt of the Notice of Conversion or (y) partially of cash, then the Corporation shall deliver such cash payment to the Holder simultaneously with the delivery of the Common Stock included in the conversion value. (b) Before any Holder shall be entitled to convert a share of Preferred Stock as set forth above, such Holder who: (i) holds a beneficial interest in a Global Preferred Share must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program (a “Conversion Instruction”) and, if required, pay all transfer or similar taxes or duties, if any; or (ii) holds Preferred Stock in definitive, certificated form must: (A) manually sign and deliver an irrevocable notice to the office of the Conversion Agent as set forth in the Form of Certificated Notice of Conversion (or a facsimile thereof) in the form included in Exhibit A hereto (a “Certificated Notice of Conversion”) and state in writing therein the number of shares of Preferred Stock to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered and registered; (B) surrender such shares of Preferred Stock, at the office of the Conversion Agent; (C) if required, furnish appropriate endorsements and transfer documents; and (D) if required, pay all transfer or similar taxes or duties, if any. The Conversion Agent shall notify the Corporation of any pending conversion pursuant to this Section 8 on the Conversion Date for such conversion. The date on which a Holder complies with the procedures in this clause (b) is the “Conversion Date.” If more than one share of Preferred Stock shall be surrendered for conversion at one time by the same Holder, the number of Shares shares of Common Stock to be issued delivered upon each conversion of such shares of Preferred Stock shall be determined by dividing Conversion Amount by computed on the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option basis of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) aggregate number of the lowest daily volume weighted average price shares of the Company’s Common Preferred Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator)so surrendered. (c) In With respect to any conversion of shares of Preferred Stock: (i) if there shall have been surrendered certificate or certificates, as the event the authorized Shares case may be, representing a greater number of Common shares of Preferred Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause than the number of authorized Shares shares of Common Preferred Stock to be increased within fortyconverted, the Corporation shall execute and the Registrar shall countersign and deliver to such Holder or such Holder’s designee, at the expense of the Corporation, a new certificate or certificates, as the case may be, representing the number of shares of Preferred Stock that shall not have been converted; and (ii) if the shares of Preferred Stock converted are held in book-five (45) days entry form through the facilities of the Depositary, promptly following the relevant Conversion Date, the Corporation shall cause the Transfer Agent and Registrar to an amount equal reduce the number of shares of Preferred Stock represented by the global certificate by making a notation on Schedule I attached to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11relevant Global Preferred Share. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or Immediately prior to the close of business on the Conversion Delivery DateDate with respect to a conversion, a converting Holder of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon conversion of such Holder’s Preferred Stock notwithstanding that the share register of the Corporation shall then be closed or that certificates representing such Common Stock, if any, shall not then be actually delivered to such Holder. On the date of any conversion, all rights with respect to the shares of Preferred Stock so converted, including the rights, if any, to deliver receive notices, shall terminate, excepting only the rights of holders thereof (i) pursuant to Section 3(f) and (ii) to (A) receive certificates for the Lender an amount number of whole shares of Common Stock, if any, into which such shares of Preferred Stock have been converted (with a cash payment in cash equal lieu of any fractional share of Common Stock in accordance with Section 10) and (B) exercise the rights to the Conversion Amount which they are thereafter entitled as specified in the Notice holders of Conversion andCommon Stock, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrowerif any. (e) Borrower The Conversion Rate shall pay be adjusted, without duplication, upon the occurrence of any and all expenses incurred or to be incurred by of the Lender in connection with having following events: (i) If the Corporation exclusively issues shares of Common Stock issued as a dividend or distribution on all shares of its Common Stock, or if the Corporation effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as the case may be; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as the case may be; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 8(e)(i) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 8(e)(i) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (ii) If the Corporation distributes to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period expiring not more than 60 days immediately following the announcement date of such distribution, to purchase or subscribe for shares of its Common Stock at a price per share that is less than the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS 0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such distribution; 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 average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution. Any increase made under this Section 8(e)(ii) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the restrictive legend removed from close of business on the share certificates evidencing said Record Date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted, effective as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased, effective as of the date the Board determines not to make such distribution, to be the Conversion Rate that would then be in effect if such Record Date for such distribution had not occurred. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate shall not be adjusted until the triggering events occur. For purposes of this Section 8(e)(ii) in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Corporation for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board. (▇▇▇) If the Corporation distributes shares of its Capital Stock, evidences of its indebtedness or other assets, securities or property of the Corporation or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of Common Stock, excluding (a) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 8(e)(i) or Section 8(e)(ii), (b) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to (or a cash amount paid pursuant to the last paragraph of) Section 8(e)(iv) and (c) Spin-Offs as to which the provisions set forth below in this Section 8(e)(iii) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets, securities or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, but the Trading Day immediately preceding the Ex-Date for such distribution; and FMV = the fair market value as of the Record Date for such distribution (as determined by the Board) of the Distributed Property with respect to each outstanding share of the Common Stock. Any increase made under the portion of this Section 8(e)(iii) above shall become effective immediately after the close of business on the Record Date for such distribution. If such distribution is not limited toso paid or made, any expense incurred or the Conversion Rate shall be decreased, effective as of the date the Board determines not to pay the distribution, to be incurred by the Lender Conversion Rate that would then be in order effect if such distribution had not been declared. Notwithstanding the foregoing (but subject to the applicable limitations set forth in Section 12), if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Preferred Stock shall receive, for each share of Preferred Stock, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of Distributed Property that such Holder would have received as if such Holder owned a legal opinion number of counsel issued after shares of Common Stock equal to the Closing Date.Conversion Rate (determined without regard to the Conversion Cap, Beneficial Ownership Limitation or the Permitted Percentage Limitation) in effect on the Record Date for the distribution. With respect to an adjustment pursuant to this Section 8(e)(iii) where there has been a payment of a dividend or other distribution on the Common Stock consisting solely of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Corporation where such Capital Stock or similar equity interest is, or will be when issued, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion Rate will be increased

Conversion. The Lender Subject to and upon compliance with the provisions of the Indenture, the Holders of the Securities shall have the right, at the option of each Holder, at any time after one year following the Closing Date (except as provided in this Section 8 or in the Indenture) to convert any such Security or any portion thereof, in denominations of $1,000 principal amount at maturity or integral multiples thereof, into that number of fully paid and nonassessable whole Conversion Shares obtained by dividing the aggregate Accreted Value of the Securities being converted on such date by $.70, subject to adjustment in certain events (the "Conversion Ratio"). Subject to the provisions of the Indenture, if on any date of determination (a) the Closing Price of the Common Stock on the NASDAQ National or Small Cap Market or other principal securities exchange or system on which the Common Stock is then traded, if any, or (b) if not so traded, then if the best bid offered price on the OTC Bulletin Board Service (the "BBS") on days when transactions in the Common Stock are not effected, or, on such days as transactions are effected on the BBS, the highest price at which a trade was executed as reported to the National Association of Securities Dealers, Inc. through the Automated Confirmation Transaction Service (the "OTC Price"), during any period set forth below has exceeded the price for such period set forth below for at least 20 consecutive Trading Days (the "Market Criteria," and such 20-day period being the "Market Criteria Period") and (b) the Shelf Registration Statement with respect to the Conversion Shares is effective and available, then all of the Securities will be automatically converted on such date into that number of fully paid and nonassessable whole Conversion Shares obtained by applying the aforementioned Conversion Ratio; PROVIDED, HOWEVER, that if the Market Criteria is satisfied during the third year after the Closing Date, the conversion will not occur until the three-year anniversary of the Closing Date and will occur only if the Closing Price or OTC Price, as applicable, of the Common Stock of the Company is at least $2.80 on such date: 12 Months Beginning Closing Price ------------------- ------------- October 31, 1999 $2.80 October 31, 2000 $3.25 If Notes not called for redemption are converted (including pursuant to mandatory conversion) after a record date for the payment of interest and prior to the next succeeding Interest Payment Date, such Notes must be accompanied by funds equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted. The denominator of the Conversion Ratio is subject to adjustment (under formula set forth in the Indenture) in certain events, including: (i) the issuance of Common Stock as a dividend or distribution on Common Stock to all Holders of the outstanding Common Stock; (ii) certain subdivisions and combinations of the Common Stock; (iii) the issuance to all Holders of Common Stock of certain rights or warrants to purchase additional shares of Common Stock; (iv) the distribution to all holders of Common Stock of shares of capital stock of the Company (other than Common Stock) or evidences of indebtedness of the Company or assets (including securities, but excluding those rights, warrants, dividends and distributions referred to above and dividends and distributions in connection with the liquidation, dissolution or winding up of the Company or paid in cash); (v) distributions consisting of cash, excluding any quarterly, semi-annual, annual or other regularly scheduled cash dividend paid on the Common Stock; and (vi) payment in respect of a tender or exchange offer by the Company or any of its sole discretionSubsidiaries for the Common Stock to the extent that the cash and value of any other consideration included in such payment per share of Common Stock exceeds the Current Market Price per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange. In the case of (i) any reclassification or change of the Common Stock, (ii) a consolidation, merger or combination involving the Company or (iii) a sale or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, in each case as result of which holders of Common Stock shall be entitled to receive stock, other securities, or other property or assets (including cash) with respect to or in exchange for such Common Stock, the Holders of the Securities then outstanding will be entitled thereafter to convert such Securities into the kind and amount of shares of stock, other securities or other property or assets which they would have owned or been entitled to receive upon such reclassification, change, consolidation, merger, combination, sale or conveyance had such Securities been converted into Common Stock immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. The Company from time to time may, to the extent permitted by law, reduce the denominator of the Conversion Ratio by any amount for any period of at least 20 days, in which case the Company shall give at least 15 days' notice of such reduction, if the Board of Directors has made a determination that such reduction would be in the best interests of the Company, which determination shall be conclusive. The Company may, at its option, make such reductions in the denominator of the Conversation Ratio as the Board of Directors deems advisable to avoid or diminish any income tax to holders of Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. If any Securities shall be called for redemption, the right to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares Securities designated for redemption shall terminate at the close of business on the Trading Day next preceding the date fixed for redemption unless the Company defaults in the payment of the Company’s Common StockRedemption Price plus all accrued and unpaid interest. In the event of default in the payment of the Redemption Price, as set forth below. (a) Lender the right to convert the Securities designated for redemption shall have terminate at the right, in its sole discretion, close of business on the Business Day next preceding the date that such default is cured. The Company shall not be required to convert any Securities, and no surrender of Securities shall be effective for that purpose, while the stock transfer books of the Company for the Common Stock are closed for any purposes (but not for any period in excess of 15 days), but the surrender of Securities for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books, as if the conversion had been made on the date such books were reopened, and with the application of the Conversion Ratio in effect at the date such books were reopened. If a Security is converted into Conversion Shares on any date, then on and after such date such Security ceases to be outstanding and unpaid principal portion owing hereunder or under any Revolving Noteinterest on it shall cease to accrue. The Conversion Shares, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election upon conversion of the LenderSecurities, by delivering when the same shall be issued in accordance with the terms hereof, are hereby declared to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into be and shall be fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at in the Conversion Price (as defined herein), determined as provided herein. Upon delivery to hands of the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoingHolders thereof. The number Holders of Shares Securities are not entitled, as such, to receive dividends or other distributions, receive notice of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option any meeting of the Lenderstockholders, following such conversion. (b) Subject consent to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) any action of the lowest daily volume weighted average price stockholders, receive notice of any other stockholder proceedings, or to any other rights as stockholders of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender Securityholders shall have the rightright at any time on or after February 13, in its sole discretion2002 and prior to 5:00 pm, New York, New York time on the Business Day immediately preceding the date of repayment of such Trust Securities, whether at maturity or upon redemption (either at the option of the Depositor or pursuant to a Tax Event, an Investment Company Event or a Capital Treatment Event), at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the outstanding principal and any accrued interestconverting Holders, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below.Stock in the manner described herein on and subject to the following terms and conditions: (a) Lender The Trust Securities shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), be convertible at the election office of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), Agent into fully paid and nonassessable shares of Common Stock as pursuant to the Holder's direction to the Conversion Agent to exchange such stock exists Trust Securities for a portion of the Debentures theretofore held by the Trust on the Closing basis of one Trust Security per $10 principal amount of Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock of the Depositor at an initial conversion rate of 1.153 shares of Common Stock per $10 principal amount of Debentures (which is equivalent to an initial conversion price of $8.67 per share of Common Stock), subject to certain adjustments set forth in the terms of the Debentures (as so adjusted, the "Conversion Ratio"). The number of shares issuable upon conversion of the principal amount of Debentures shall be determined by dividing such principal amount by ten (10) and multiplying the quotient so obtained by the Conversion Ratio. (b) In order to convert Trust Securities into Common Stock, the Holder must submit to the Conversion Agent an irrevocable request to convert Trust Securities on behalf of such Holder (the "Conversion Request"), together, if the Trust Securities are in certificated form, with such Trust Security Certificates. The Conversion Request shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued, and (ii) direct the Conversion Agent (A) to exchange such Trust Securities for a portion of the Debentures held by the Trust (at the rate of exchange specified in Section 402A(a) hereof), and (B) to immediately convert such Debentures on behalf of such Holder into Common Stock (at the Conversion Ratio specified in Section 402A(a) hereof. The Conversion Agent shall notify the Trust of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Trust and the Property Trustee on behalf of the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section 402A. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to convert such Debentures into shares of Common Stock. (c) Accrued Distributions shall not be paid on Preferred Securities that are converted into Common Stock, nor shall any payment, allowance or adjustment be made for accumulated and unpaid Distributions, whether or not in arrears, on converted Preferred Securities, except that if any Preferred Security is converted (i) on or after a record date for payment of Distributions thereon and prior to the related Distribution Date, the amount of the Distributions payable on the related Distribution Date with respect to such Preferred Security shall be paid by the converting Holder to the Trust and the Distributions payable on the related Distribution Date with respect to such Preferred Security shall be distributed to the Holder on such record date, despite such conversion, and (ii) during an Extended Interest Payment Period and after the Property Trustee mails a notice of redemption with respect to the Preferred Securities that are to be converted, accrued and unpaid Distributions through the Redemption Date of the Debentures shall be distributed to the Holder who converts such Preferred Securities, which Distribution shall be made on the Redemption Date fixed for redemption. Except as provided above, neither the Trust nor the Depositor shall make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions accrued on the Trust Securities (including any Additional Amount) surrendered for conversion, or on account of any accumulated and unpaid dividends, if any, on the shares of capital stock Common Stock issued upon such conversion. The Depositor shall make no payment or allowance for distributions on the shares of Common Stock issued upon such conversion, except to the extent that such shares of Common Stock are held of record on the record date for any such distributions and except as provided in Section 4.9 of the Company into Indenture. Trust Securities shall be deemed to have been converted immediately prior to 5:00 p.m., New York, New York time on the day on which a Conversion Request relating to such Trust Securities is received by the Trust in accordance with the foregoing provisions of this Section 402A (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock shall hereafter be changed at such time. As promptly as practicable on or reclassified, at after the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”)Date, the Borrower Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Lender within four (4Person or Persons entitled to receive the same as provided in Section 402A(e) Business Days after hereof, unless otherwise directed by the Holder in the Conversion Date Request, and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (d) Each Holder of a Trust Security by his acceptance thereof appoints the Bank (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section 402A. In effecting the conversion and transactions described in this Section 402A, the Conversion Agent shall be acting as agent of the Securityholders directing it to effect such third day being conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the “Trust in connection with the conversion of such Trust Securities with this Section 402A, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section 402A and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount. (e) No fractional shares of Common Stock shall be issued as a result of conversion, but in lieu thereof, such fractional interest shall be paid in cash (based on the last reported sale price of the common Stock on the Conversion Delivery Date”) that by the Depositor to the Trust, which in turn shall make such payment to the Holder or Holders of Trust Securities so converted. (f) The Depositor shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Debentures, free from any preemptive or other similar rights, such number of shares of Common Stock for as shall from time to time be issuable upon the portion conversion of principal, interest, fees or expenses converted in accordance with all of the Debentures then outstanding. Notwithstanding the foregoing. The number , the Depositor shall be entitled to deliver, upon conversion of Shares Debentures, shares of Common Stock to be reacquired and held in the treasury of the Depositor (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Any shares of Common Stock issued upon each conversion of the Debentures shall be determined duly authorized, validly issued, fully paid and nonassessable. The Trust shall deliver the shares of Common Stock of the Depositor received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. Each of the Depositor and the Trust shall prepare and shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by dividing Conversion Amount by law, and shall comply with all applicable requirements as to registration or qualification of the Conversion Price. Any amount Common Stock (and all requirements to list the Common Stock issuable upon conversion of principal converted hereunder shall be available for reborrowing, Debentures that are at the option time applicable), in order to enable the Depositor to lawfully issue Common Stock to the Trust upon conversion of the Lender, following such conversionDebentures and the Trust to lawfully deliver the Common Stock to each Holder upon conversion of the Trust Securities. (bg) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower The Depositor shall pay any and all expenses incurred taxes that may be payable in respect of the issue or to be incurred by delivery of shares of Common Stock on conversion of Debentures and the Lender in connection with having delivery of the shares of Common Stock issued pursuant by the Trust upon conversion of the Trust Securities. The Depositor shall not, however, be required to this Section pay any tax that may be payable in respect of any transfer involved in the issue and the restrictive legend removed from the share certificates evidencing said delivery of shares of Common StockStock in a name other than that in which the Trust Securities so converted were registered, including, but not limited to, and no such issue or deliver shall be made unless and until the person requesting such issue has paid to the Trust the amount of any expense incurred such tax or has established to be incurred by the Lender satisfaction of the Trust that has been paid. (h) Nothing in order this Section 402A shall limit the requirements of the Trust to have a legal opinion withhold taxes pursuant to the terms of counsel issued after the Closing DateTrust Securities or as set forth in this Trust Agreement or otherwise require the Property Trustee or the Trust to pay any amount on account of such withholdings.

Conversion. The Lender shall have the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower A Holder of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted Security may convert it into Shares in accordance with the foregoingterms and conditions set forth in Article 11 of the Indenture. After May 25, 2003, a Holder's right to convert Securities into Shares is subject to the Issuer's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence in lieu of delivering all or part of such Shares; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Indenture, the Issuer shall deliver Shares (and cash in lieu of fractional Shares) in accordance with Article 11 of the Indenture, whether or not the Issuer has delivered a notice pursuant to Section 11.02 of the Indenture to the effect that the Securities will be paid in cash. The amount of cash to be paid for each $1,000 Principal Amount of a Security shall be equal to the Market Price of a Share multiplied by the Conversion Rate in effect on such Conversion Date. If the Issuer shall elect to make such payment wholly in Shares, then such Shares shall be delivered through the Conversion Agent to Holders surrendering Securities no later than the fifth Business Day following the Conversion Date. If, however, the Issuer shall elect to make any portion of such payment in cash, then the payment, including any delivery of Shares, shall be made to Holders surrendering Securities no later than the tenth Business Day following the Conversion Date. The Issuer shall not pay cash in lieu of delivering all or part of such Shares upon the conversion of any Security pursuant to the terms of Article 11 of the Indenture (other than cash in lieu of fractional shares) if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Issuer delivers its notice of whether each Security shall be converted into Shares or cash) and is continuing an Event of Default (other than a default in such payment on such Securities). In the event the Issuer exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion into Shares to receive the same number of Shares such Holder would have received if the Issuer had not exercised such option. If the Issuer exercises such option, Securities surrendered for conversion during the period from the close of Common Stock business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except Securities to be issued upon each redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest (including Contingent Interest) thereon that the registered Holder is entitled to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities shall be determined payable by dividing the Issuer on any Interest Payment Date subsequent to the date of conversion. Securities surrendered for conversion during the period from the close of business on any date on which Contingent Interest accrues to the opening of business on the date on which such Contingent Interest is payable (except Securities with respect to which the Issuer has mailed a notice of redemption) must be accompanied by payment of an amount equal to the Contingent Interest and Defaulted Interest with respect thereto that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no Contingent Interest on converted Securities will accrue after the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Amount Agent, (2) surrender the Security to the Conversion Agent for cancellation, (3) furnish appropriate endorsements and transfer documents if required by the Conversion PriceAgent, the Issuer or the Trustee and (4) pay all funds required, if any, relating to interest (including Contingent Interest) on the Security to be converted for which you are not entitled and pay any transfer or similar tax, if required. Any amount A Holder may convert a portion of principal a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on, or other distribution with respect to, any Shares except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Issuer has exercised its option provided for below in "Tax Event") attributable to the period from the Issue Date (or, if the Issuer has exercised the option referred to below in "Tax Event", the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted hereunder Security and (except as provided below) accrued Contingent Interest and accrued Defaulted Interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be available deemed to be paid in full to the Holder thereof through the delivery of the Shares (together with the cash payment, if any, in lieu of fractional Shares) in exchange for reborrowingthe Security being converted pursuant to the terms hereof; and the fair market value of such Shares (together with any such The Conversion Rate will be adjusted as provided in the Indenture. If the Issuer is a party to a consolidation, merger or binding share exchange or a transfer of its assets as, or substantially as, an entirety, or upon certain distributions described in the Indenture, the right to convert a Security into Shares may be changed into a right to convert it into securities, cash or other assets of the Issuer or another Person. In the event of a Share Separation, the Securities shall not be convertible in Shares, but shall instead be convertible solely into Corporation Shares except upon a Trust Assumption Event. Upon the occurrence of a Share Separation, the Conversion Rate of the Securities shall be adjusted in accordance with the terms of the Indenture. In addition, Holders of Securities shall not be entitled to convert their Securities into Shares for the period beginning on the record date for such Share Separation and ending on the first Business Day succeeding the first five consecutive trading days after the effective date of such Share Separation. Tax Event - From and after (1) the date (the "Tax Event Date") of the occurrence of a Tax Event and (2) the date the Issuer exercises such option, whichever is later (the "Option Exercise Date"), at the option of the LenderIssuer, following such conversion. (b) Subject to adjustment as provided herein, interest in lieu of future Original Issue Discount shall accrue at the conversion price (“Conversion Price”) rate of 3.25% per share shall be equal to (i) the Conversion Amount annum on a principal amount per Security (the numerator); divided by (ii"Restated Principal Amount") eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified Issue Price plus Original Issue Discount accrued to the Option Exercise Date and shall be payable semi-annually on May 25 and November 25 of each year (each an "Interest Payment Date") to holders of record at the close of business on May 1 or November 1 (each a "Regular Record Date") immediately preceding such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. Interest (including Contingent Interest) on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Issuer maintained for such purpose. Each installment of interest on any Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States, provided that with respect to any Holder, such Holder shall have furnished to the Paying Agent all required wire payment instructions no later than the related Regular Record Date, or if no such instructions have been furnished, by check payable to such Holder. From and after the Option Exercise Date, Contingent Interest provided for in the Notice of Conversion and, in the event of such delivery of cash equal paragraph entitled "Contingent Interest" hereof shall cease to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borroweraccrue on this Security. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender shall have (a) In addition to the rightInterest Debentures to be issued pursuant to Section 3 hereof, at any time after the issuance of this Debenture up until the Business Day occurring immediately preceding the earliest of the Redemption Date, the Settlement Date, the Alternate Settlement Date, the Refusal Date, the Maturity Date, or the date upon which this Debenture is converted in its sole discretionfull pursuant to Section 8 hereof, to the Purchaser may at any time convert all or a portion of the outstanding principal amount of this Debenture plus any and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and all accrued interest thereon and any fees or expenses to date (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein"CONVERSION AMOUNT") (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (calculated as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) follows: that number of shares of Common Stock equal to: (i) the Conversion Amount; divided by (ii) the Conversion Price then in effect. Except as otherwise provided herein, the Conversion shall be deemed to have been effected as of the close of business on the date on which the Conversion Notice has been delivered to the Company pursuant to Section 8(b) hereof. Upon any conversion the Common Stock shall be held by the Purchaser for a period of thirty-two (32) days prior to any sale. (b) The Purchaser shall exercise its right of conversion by delivering to the portion of principal, interest, fees or expenses converted Company upon five (5) Business Days prior written notice provided in accordance with Sections 9(f) and 10 hereof, a notice setting forth the foregoing. The number following: (i) the Conversion Amount; and (ii) the name or names (and addresses) in which the Purchaser wishes the certificate or certificates of Shares shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount (the "CONVERSION NOTICE"). As soon as possible after receipt by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option Company of the Lender, following such conversion. Conversion Notice (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the but in any event within five (5) trading days immediately prior Business Days), the Company shall deliver to the Purchaser or its designee(s): (i) a certificate or certificates representing the number of shares of Common Stock, issuable by reason of such Conversion Date in such name or names as indicated the Purchaser has specified; and (ii) in the Notice event that the Conversion Amount is less than the entire outstanding principal amount of this Debenture, a new Debenture with identical terms shall be issued by the Company to the Purchaser to reflect a deduction for the Conversion (the denominator)Amount. (c) In the event the authorized Shares The issuance of certificates for shares of Common Stock are insufficient shall be made without charge to cover the Lender’s conversionPurchaser for any issuance tax in respect thereof or other cost incurred by the Company in connection with the Conversion and the related issuance of shares thereof. Upon the Conversion, the Borrower shallCompany shall take all such actions as are necessary in order to insure that such stock issuable with respect to the Conversion Notice shall be validly issued, upon delivery fully paid and nonassessable, free and clear of a completed Notice of Conversiontaxes, cause liens, charges and encumbrances with respect to the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11issuance thereof. (d) Notwithstanding anything contained in this Section to The Company shall not close its books against the contrary, transfer of any Common Stock issued or issuable upon the delivery of a the Conversion Notice of Conversion in any manner which interferes with the timely Conversion. The Company shall assist and cooperate with the Purchaser to the Borrower, the Borrower shall have the right, on make any governmental filings or obtain any governmental approval prior to or in connection with the Conversion Delivery Datehereunder (including, without limitation, making any filings required to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken made by the BorrowerCompany). (e) Borrower shall pay If any and all expenses incurred or to be incurred by the Lender fractional interest in connection with having the shares a share of Common Stock issued pursuant to would, except for the provisions of this Section and 8(e), be delivered upon the restrictive legend removed from Conversion, the Company, in lieu of delivering the fractional share certificates evidencing said shares therefor, shall pay an amount to the Purchaser or its assignee(s) thereof equal to the Market Price of Common Stocksuch fractional interest as of the date of Conversion. (f) Nothing set forth in this Debenture or the Debenture Purchase Agreement shall be construed to limit the number of conversions that the Purchaser may elect to exercise prior to the earliest of the Redemption Date, includingSettlement Repayment Date, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Maturity Date.

Conversion. The Lender shall have mode of carrying the right, in its sole discretion, to convert Merger into effect and the outstanding principal manner and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note basis of converting the shares of Epilogue into shares of the Company’s Common Stock, NextPath are as set forth below.follows: (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein9.1. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that The aggregate number of shares of Epilogue 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 150,000 shares of NextPath Common Stock adjusted by any increase for the portion of principal, interest, fees or expenses converted in accordance with the foregoingfractional shares and reduced by any Dissenting Shares (defined below). The number of Shares of NextPath Common Stock to be issued upon each conversion hereunder ("the NextPath Shares") will be issued pursuant to 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 THE COMPANY. NextPath agrees to file a registration statement covering the NextPath Shares with the Securities and Exchange Commission within six months of the effective date of this Agreement. 9.2. Upon completion of the Merger, there shall be determined by dividing Conversion Amount 30,122,031 shares of NextPath Common Stock issued and outstanding, subject to such adjustments, held as follows: 150,000 common shares held by the Conversion Priceformer shareholders of Epilogue and 29,972,031 common shares held by the other shareholders of NextPath. 9.3. Any amount All outstanding Common or Preferred Stock of principal converted hereunder Epilogue and all warrants, options or other rights to its Common or Preferred Stock shall be available for reborrowing, at the option retired and canceled as of the Lender, following such conversionMerger Date. (b) Subject 9.4. Each share of Epilogue Common Stock that is owned by Epilogue as treasury stock shall, by virtue of the Merger and without any action on the part of Epilogue, be retired and canceled as of the Merger Date. 9.5. Each certificate evidencing ownership of shares of NextPath Common Stock issued and outstanding on the Merger Date or held by NextPath in its treasury shall continue to adjustment as provided herein, evidence ownership of the conversion price (“Conversion Price”) per share same number of shares of NextPath Common Stock. 9.6. NextPath Common Stock shall be equal issued to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) holders of Epilogue Common Stock in exchange for their shares on a pro rata basis in accordance with each holder's relative ownership of the lowest daily volume weighted average price of the Company’s Epilogue Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator)that is being exchanged. (c) In the event the authorized Shares 9.7. The shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of NextPath Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of issued in exchange for Epilogue Common Stock required hereunder shall be proportionately reduced by any shares owned by Epilogue shareholders who shall have timely objected to be issued to Lender the Merger (the "Dissenting Shares") in accordance with this Section 11the provisions of the General Corporation Law of Delaware, as provided therein. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender At any time until both the Principal and Interest is paid in full and all conversions have been honored by the Company and the Note is no longer outstanding, the Principal and Interest, shall have the right, in its sole discretion, to convert the outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note be convertible into shares of Common Stock of the Company at fifty five percent (55%) of the lowest 3 day average closing price price, determined on the then current trading market for the Company’s Common Stock, as set forth below. during a period of twenty (a20) Lender shall have the right, in its sole discretion, trading days prior to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses conversion (the “Conversion AmountSet Price”), at the election of the Lender, . Redwood shall effect conversions by delivering to the Borrower a Company the form of Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed attached hereto as Exhibit I C (the a “Notice of Conversion”), specifying the Borrower shall issue and deliver date on which such conversion is to the Lender within four be effected (4) Business Days after the Conversion Date (such third day being the a “Conversion Delivery Date”) that number of and shall require the shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount delivered by the Conversion PriceCompany within three (3) Business Days. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the If no Conversion Date as indicated is specified in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number Conversion Date shall be the date that such Notice of authorized Shares of Common Stock to Conversion is provided hereunder. To effect conversions hereunder, Redwood shall not be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding otherwise physically surrender anything contained in this Section to the contraryCompany. If the Company does not request, upon from its transfer agent, the delivery issuance of the shares underlying the Note after receipt of a Notice of Conversion to within three (3) Business Days following the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the date of Notice of Conversion andConversion, in the event of such delivery of cash equal or fails to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having timely deliver the shares of Common Stock issued pursuant per the instructions of Redwood, within three (3) Business Days, free and clear of all legends and in legal free trading form, the Company shall be responsible to this Section immediately reimburse Redwood for any differential in the value of the converted shares of Common Stock between the value of the closing price on the date the shares of Common Stock should have been delivered and the restrictive legend removed from date the share certificates evidencing said shares of Common Stock are delivered. Redwood and any assignee, by acceptance of the Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of the Note, the unpaid and unconverted Principal may be less than the amount stated on the face hereof. The parties hereby agree that the Company shall reimburse Redwood for all legal costs associated with the issuance of an opinion(s) of counsel to the Transfer Agent and other costs, expenses and liabilities incurred in connection with the conversion and issuance of the shares of Common Stock. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to Redwood for all fees and expenses immediately upon written notice by Redwood or the submission of an invoice by Redwood. In addition, if the Company fails to timely (within three (3) Business Days), deliver the shares of Common Stock per the instructions of Redwood, free and clear of all legends and in legal free trading form, the Company shall allow Redwood to add two (2) days to the look back (the mechanism used to obtain the conversion price along with discount) for each day the Company fails to timely (within three (3) Business Days)) deliver shares of Common Stock, includingon the next two (2) conversions. Notwithstanding anything to the contrary herein contained, but Redwood may not limited toconvert under the Note to the extent such conversion would result in Redwood, together with any expense incurred affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock, including shares issuable upon such conversion and held by Redwood after application of this section. The provisions of this section may be waived by Redwood, in whole or part, upon sixty-one (61) days prior written notice. Any successor to Redwood shall be incurred unaffected by the Lender in order to have a legal opinion of counsel issued after the Closing Dateany such waiver.

Conversion. The Lender 9.1. Provided they have not been repaid or redeemed, the Loan Notes held by Noteholders are convertible in whole or in part (provided that any partial conversion shall have the right, in its sole discretion, to convert the outstanding be for Loan Notes with a principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares amount of the Company’s Common Stock, as set forth below. (aat least £100) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of a Noteholder into Ordinary Shares. Conversion is subject to a Noteholder completing and depositing with the Lender, by delivering to the Borrower Company at its registered office a Notice duly completed notice of Conversion conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion DateNotice”), into fully paid and nonassessable shares of Common Stock as such stock exists ) in the form endorsed on the Closing Date, or any shares of capital stock of Certificate together with the Company into which such Common Stock shall hereafter certificate relating to the Loan Notes to be changed or reclassified, converted at least 10 Business Days prior to the Conversion Price Date specified in the Conversion Notice (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) be at least 10 Business Days after the date of the Conversion Date (such third day being the “Conversion Delivery Date”) that number Notice). 9.2. The rate of shares of Common Stock for the portion of principalconversion will, interest, fees or expenses converted subject to adjustment in accordance with Condition 10, be one Ordinary Share for every 13 p▇▇▇▇ (£0.13) (the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share in principal amount of the Loan Notes converted (the “Conversion Rate”). 9.3. Following receipt of a Conversion Notice, the Company shall on the relevant Conversion Date allot and issue to the relevant Noteholder such number of Ordinary Shares credited as fully paid as is calculated by dividing the principal amount of the Loan Notes being converted by the Conversion Rate (rounded down to the nearest whole Ordinary Share) and such allotment and issue shall (subject to any amount in respect of fractions to which such Noteholder may be entitled under the provisions of Condition 9.7) be a full satisfaction and discharge for the Company of the principal monies in respect of the Loan Notes so converted. 9.4. Conversion of the Loan Notes shall be equal to (i) effected by the Directors redeeming the Loan Notes that are the subject of a Conversion Notice on the Conversion Amount Date and applying the redemption monies (or the numerator); divided by (iiappropriate proportion of them) eighty-five percent (85%) to subscribe for Ordinary Shares on behalf of the lowest daily volume weighted average price Noteholder. In depositing a Conversion Notice with the Company in accordance with Condition 9.1, a Noteholder irrevocably authorises and instructs the Company to effect the conversion and to subscribe for and apply the redemption monies to pay for the Ordinary Shares and to become a member of the Company subject to the memorandum and articles of association of the Company. 9.5. The Company shall (if a definitive certificate representing Ordinary Shares is requested), not later than 10 Business Days following the relevant Conversion Date, send free of charge to each Noteholder who has exercised such Noteholder’s Common Stock during conversion rights a certificate representing the five number of Ordinary Shares issued pursuant to such exercise or (5if uncertificated Ordinary Shares are requested and appropriate CREST account details provided by the relevant Noteholder in the Conversion Notice) trading days immediately instruct the Company’s registrar to credit the CREST stock account of such Noteholder with such number of Ordinary Shares issued pursuant to such exercise within 2 Business Days following the relevant Conversion Date and, if appropriate, shall also within 10 Business Days following the relevant Conversion Notice send free of charge to such Noteholder a certificate in respect of any part of the Noteholder’s holding of Loan Notes not converted and such monies in respect of any fractional entitlements arising pursuant to Condition 9.7 by telegraphic transfer or bank transfer or by means of Bankers Automated Clearing System to such person and to such UK bank account as the Noteholder may in writing direct. Any charges, costs and expenses which may properly be incurred in connection with such transfer by the Company shall be for the account of the Company, save where they are related to the choice of account of the Noteholder in which case they will be for the account of the Noteholder. 9.6. The Ordinary Shares arising on conversion of the Loan Notes will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in issue on the relevant Conversion Date except that they will not be entitled to any dividends or other distributions declared, paid or made by reference to a record date prior to the relevant Conversion Date as indicated Date. 9.7. If any fraction of an Ordinary Share shall arise on conversion and accordingly fail to be allotted to the relevant Noteholder, such fractions shall be aggregated and sold (on behalf of the converting Noteholders) to any person in the Notice discretion of Conversion (the denominator)Directors and the net proceeds of such sale shall be paid pro rata to those Noteholders who are converting their Loan Notes at that time. If no other Noteholder is converting Loan Notes at the same time, the principal amount of the Loan Note not converted into Ordinary Shares shall be retained by the Company. (c) In 9.8. For the event purpose of any sale under Condition 9.7 the authorized Directors may transfer those Ordinary Shares to or as directed by the purchaser who shall not be bound to see to the application of Common Stock are insufficient the purchase money nor shall his title to cover the Lender’s conversion, Ordinary Shares be affected by any irregularity in or invalidity of the Borrower shall, upon delivery proceedings relating to the sale. The Directors may make such other arrangements relating to the sale and all other arrangements which appear to them necessary or appropriate for the settlement and disposal of a completed Notice any fractional entitlements. 9.9. The Company shall seek admission to trading on AIM for the Ordinary Shares issued on conversion of Conversion, cause the number of authorized Loan Notes. The Company shall use its reasonable endeavours to ensure that the Ordinary Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued upon the conversion of the relevant Loan Notes are admitted to Lender trading on AIM (or the same in respect of another stock exchange on which the Ordinary Shares are then traded) as soon as reasonably practicable following the Conversion Date. In addition, as soon as practicable following the date of the Deed, the Company shall make or cause to be made an application to AIM for a block admission (up to the maximum amount available to the Company under AIM block admission rules and in consideration of block admissions registered at the time of this Deed) in respect of the maximum number of Ordinary Shares that may be acquired upon conversion of the Loan Notes. 9.10. The Loan Notes shall all automatically convert on the cessation of the Ordinary Shares being traded on AIM, save where an alternative listing has been obtained by the Company for the Ordinary Shares on Nasdaq, the New York Stock Exchange, another market of the London Stock Exchange, or another multilateral trading facility or regulated market in the European Union in which regard the provisions of this Condition 9 shall apply together with such modification as the Directors consider necessary or desirable in the circumstances that then apply. 9.11. If, on conversion of the Loan Notes in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contraryCondition 9 or Condition 12, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion andit would arise that any Noteholder so converting such Noteholder’s Loan Notes would, in the event opinion of such delivery the Directors, be required to make a Mandatory Bid then, unless the relevant Noteholder instructs the Company in writing otherwise, the Loan Notes of cash equal to the Conversion Amount to the Lender, said Notice of Conversion that Noteholder shall be null and void and no conversion converted into such number of Ordinary Shares which in the opinion of the Directors, is the largest amount of Ordinary Shares which can be held by that Noteholder without an obligation to make a Mandatory Bid arising. To the extent there remains Loan Notes of that Noteholder not converted by reason of this Condition 9.11 such Loan Notes shall be undertaken by the Borrowerredeemed in accordance with Condition 3. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. The Lender (a) Subject to compliance with Section 11.02, a Holder shall have the right, in its sole discretion, right to convert the outstanding all or any portion (if such portion is $2,000 principal and any accrued interest, fees amount or expenses due under this Agreement or under any Revolving Note into shares an integral multiple of the Company’s Common Stock, as set forth below. $1,000 principal amount) of its Notes (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion AmountEarly Conversion”), at the election of the Lenderany time and from time to time, by delivering on any Business Day, prior to the Borrower a Notice earliest of Conversion (as defined hereini) (if applicable, the close of business on the fifth Business Day following the date of giving of the a Mandatory Conversion Notice of Conversion being a “Conversion Date”delivered in accordance with Section 11.01(b), into fully paid and nonassessable shares (ii) if applicable, with respect to a Note called for redemption, the close of Common Stock as such stock exists business on the Closing DateBusiness Day immediately preceding the Redemption Date or (iii) the close of business on the Business Day immediately preceding the maturity date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 11.03). In addition, upon an Early Conversion, a Holder shall have the right to receive in cash, with respect to its Notes being converted, per $1,000 principal amount of Notes being converted, (x) in the event the Early Conversion Date occurs on or prior to September 23, 2017, the Early Conversion Payment and (y) in all cases, accrued and unpaid interest to the Early Conversion Date. For the avoidance of doubt, in the event of an Early Conversion with an Early Conversion Date after September 23, 2017, Holders shall not be entitled to receive the Early Conversion Payment. (b) The Company shall have the right to convert the Notes (“Mandatory Conversion”), in whole or in part, into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 11.03), if each of the following conditions are satisfied: (i) the VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) exceeds the Threshold Price in effect on each applicable Trading Day for at least 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days (the portion “VWAP Condition”) and (ii) the Company delivers to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) a notice of principalthe Company’s election of its right to convert the Notes no later than the open of business on the third Business Day immediately following the 20th Trading Day of any such 30 Trading Day period (a “Mandatory Conversion Notice”), which notice shall specify that the Mandatory Conversion shall occur on the sixth Business Day following the date of such notice (the “Mandatory Conversion Date”); provided that, the Company’s right to cause a Mandatory Conversion shall be suspended during the period beginning on the date a Change of Control Offer is made and continuing to, and including, the applicable Change of Control Settlement Date. For the avoidance of doubt, in the event of a Mandatory Conversion, Holders shall not be entitled to receive the Early Conversion Payment or, except as provided in Section 11.02(f), accrued and unpaid interest. The Mandatory Conversion Notice shall state that the Company is exercising its right to cause a Mandatory Conversion, fees the Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date. Notwithstanding the foregoing, the Company may only exercise its right to cause a Mandatory Conversion if, as evidenced by an Officers’ Certificate delivered to the Trustee and the Conversion Agent (if other than the Trustee) on the Mandatory Conversion Date, all of the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the date of the Mandatory Conversion Notice and (y) ending on, and including, the Mandatory Conversion Date (the “Equity Conditions Measuring Period”). The Equity Conditions are as follows: (i) either (1) all shares of Common Stock issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for sale without the need for registration under any applicable federal or expenses converted state securities laws or (2) a shelf registration statement registering the resale of the shares of Common Stock issuable upon conversion of the Notes has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such shelf registration statement to remain effective and available for use from the Mandatory Conversion Date until thirty days following the Mandatory Conversion Date; (ii) the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) to be delivered on such conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or any of their respective successors (each, an “Eligible Market”) and shall not then be suspended from trading on such Eligible Market; (iii) at or prior to the settlement date of the Mandatory Conversion, for any Notes validly surrendered for conversion with an Early Conversion Date prior to the Mandatory Conversion Date in accordance with the foregoing. The terms of this Indenture, the Company shall have delivered and paid the number of Shares shares of Common Stock and the amount of cash due upon conversion of the Notes to the Holders in accordance with Section 11.01(a); (iv) shares of Common Stock to be issued upon each conversion may be issued in full without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is then listed or trading; and (v) no Event of Default shall have occurred and be determined by dividing continuing. For the avoidance of doubt, the Company may exercise its right to cause more than one Mandatory Conversion Amount by so long as any Notes are outstanding so long as it complies with the other requirements of this Section 11.01(b). If the Company exercises its right to cause Mandatory Conversion in part, the Conversion Price. Any amount of principal Agent will select the Notes to be converted hereunder shall be available for reborrowingpro rata, at the option of the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) by lot or by any other method the Conversion Amount Agent in its sole discretion deems fair and appropriate (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion andor, in the event case of Notes represented by Global Notes, in such delivery manner as DTC may require), in denominations of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken by the Borrower$2,000 or any integral $1,000 multiple in excess thereof. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. (a.) The Lender shall have the rightoption, in its sole discretionat any time, to convert the outstanding principal and any accrued interest, fees or expenses due under of this Agreement or under any Revolving Note into fully-paid and non-assessable shares of Borrower's Common Stock at the Company’s Common Stocklower of (i) ($0.0001) or (ii) thirty percent (30%) discount to the average "Fair Market Value" (the "Conversion Rate") or (iii) the closing bid price on the date of conversion on the OTC Bulletin Board/ Pink Sheets Market (or other principal market on which the shares are traded, if not traded on the OTC Bulletin Board), but not to exceed ($0.0001) per share. However, should the Borrower effect a forward split, the ceiling price shall be discounted down according to the split ratio and notwithstanding, the ceiling price shall be negotiable at the Lender's request. In no case shall the conversion price be less than ($0.0001). "Fair Market Value" on a date shall be the average of the daily closing prices for the past seven (7) consecutive trading days before such date excluding any trades which are not bona fide arm's length transactions. The closing price for each day shall be (a) if such security is listed or admitted for trading on any national securities exchange, the last sale price of such security, regular way, or the mean of the closing bid and asked prices thereof if no such sale occurred, in each case as officially reported on the principal securities exchange on which such security are listed, or (b) if quoted on NASDAQ or any similar system of automated dissemination of quotations of securities prices then in common use the mean between the closing high bid and low asked quotations of such security in the over-the-counter market as shown by NASDAQ or such similar system of automated dissemination of quotations of securities prices, as reported by any member firm of the New York Stock Exchange selected by the Lender, (c) if not quoted as described in clause (b), the mean between the high bid and low asked quotations for the shares as reported by NASDAQ or any similar successor organization, as reported by any member firm of the New York Stock Exchange selected by the Lender. If such security is quoted on a national securities or central market system in lieu of a market or quotation system described above, the closing price shall be determined in the manner set forth belowin clause (a) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (b) of the preceding sentence if actual transactions are reported. (ab.) Lender To exercise any conversion, the holder of this Note shall have surrender the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering Note to the Borrower a Notice of Conversion (as defined herein) (during usual business hours at the date of giving offices of the Notice of Conversion being Borrower, accompanied by a “Conversion Date”)written notice in the form attached hereto as Exhibit A, into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, and made a form part hereof. (c.) As promptly as practicable after the surrender of which is annexed hereto as Exhibit I (this Note by the “Notice of Conversion”)Lender, the Borrower shall issue and deliver or cause to be delivered to the Lender within four (4) Business Days after Lender, certificates for the Conversion Date (such third day being the “Conversion Delivery Date”) that full number of shares Shares issuable upon conversion of Common Stock for the portion of principalthis Note, interest, fees or expenses converted in accordance with the foregoingprovisions hereof, together with a duly executed new Note of the Borrower iii the form of this Note for any principal amount not so converted. The number of Shares of Common Stock to be issued upon each Such conversion shall be determined by dividing Conversion Amount by the Conversion Price. Any amount of principal converted hereunder shall be available for reborrowing, deemed to have been made at the option of time that this Note was surrendered for conversion and the Lender, following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower notice specified herein shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken been received by the Borrower. (ed.) 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 pay 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 and all expenses incurred part thereof shall be proportionately adjusted in the amount of securities for which the shares have been changed or exchanged in another transaction for other stock or securities, cash and/or any other property pursuant to be incurred 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 Borrower, signed by the Lender in connection with having the shares President and Chief Executive Officer of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing DateBorrower.

Conversion. The Lender shall have 5.1 At any time after the rightIssue Date until the Maturity Date, in its sole discretionand provided that this Debenture is then outstanding, to convert the Principal Amount then outstanding principal and any accrued interest, fees or expenses due under this Agreement or under any Revolving Note but unpaid interest thereon may be converted into shares Conversion Shares at the option of the Company’s Common StockHolder, as set forth belowin whole or in part, at any time and from time to time. The Holder shall convert a minimum of $10,000 of the Principal Amount for any conversion, unless there is less than $10,000 of the Principal Amount then outstanding. (a) Lender 5.2 The Holder shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, effect conversions by delivering to the Borrower Company a duly completed and executed Notice of Conversion in the form attached hereto as Appendix A (as defined herein) (a “Notice of Conversion”), specifying the aggregate amount of the Principal Amount and any accrued but unpaid interest thereon to be converted and the date of giving of the Notice of Conversion being on which such conversion is to be effected (a “Conversion Date”), into fully paid and nonassessable shares which date shall not be more than ten (10) days following the date of Common Stock as such stock exists on the Closing Date, or any shares of capital stock delivery of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Notice of Conversion. If no Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of Date is specified in a completed Notice of Conversion, a form the Conversion Date shall be the date that is five (5) Business Days following the date of which is annexed hereto as Exhibit I (delivery of the “Notice of Conversion”). To effect conversions hereunder, the Borrower Holder shall issue and deliver not be required to physically surrender the Debenture to the Lender Company unless the entire Principal ▇▇▇▇▇▇ has been converted. 5.3 Any conversions hereunder shall have the effect of lowering the outstanding Principal Amount in an amount equal to the applicable amount of the Principal Amount being converted. The Holder and the Company shall maintain records showing all Principal Amounts converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within four five (45) Business Days after the Conversion Date (of receipt of such third day being the “Conversion Delivery Date”) that number notice. The Holder, by acceptance of shares this Debenture, acknowledges and agrees that, following conversion of Common Stock for the a portion of principalthis Debenture, interest, fees or expenses converted in accordance with the foregoing. unpaid and unconverted Principal Amount may be less than the amount stated on the face hereof. 5.4 The number of Conversion Shares of Common Stock to be issued issuable upon each any conversion shall be determined by the quotient obtained by dividing Conversion (x) by (y) where (x) is equal to the amount of the Principal Amount by and any accrued but unpaid interest thereon to be converted and (y) is the Conversion Price. 5.5 Not later than ten (10) Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate representing the number of Conversion Shares being issued, which certificate shall bear such restrictive legends and trading restrictions as are required by applicable laws and by the Exchange. 5.6 If the Company shall at any time or from time to time, while any Principal Amount is still outstanding, effect a subdivision or consolidation of the outstanding Common Shares, the Conversion Price in effect immediately before a subdivision shall be proportionately decreased, and, conversely, the Conversion Price in effect immediately before a consolidation shall be proportionately increased. Any adjustment under this Section 5.6 shall become effective at the close of business on the date the subdivision or consolidation becomes effective. 5.7 If the Company at any time or from time to time while this Debenture is outstanding, issues, or fixes a record date for the determination of holders of Common Shares entitled to receive, a dividend or other distribution payable solely in Common Shares, the Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Conversion Price by a fraction (i) the numerator of which is the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Common Shares issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefore, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 5.7 to reflect the actual payment of such dividend or distribution. 5.8 If at any time while this Debenture is outstanding, (i) the Company effects any merger or combination of the Company with or into another entity, (ii) the Company effects any sale of all or substantially all of its assets in one or more transactions, (iii) any tender offer or exchange offer (whether by the Company or another entity) is completed pursuant to which holders of Common Shares are permitted to tender or exchange their Common Shares for other securities, cash or property, or (iv) the Company effects any reclassification or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property (other than a subdivision, consolidation or dividend provided for elsewhere in this Section 5) (in any such case, a “Fundamental Change”), then, upon any subsequent conversion of this Debenture, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion absent such Fundamental Change, the same kind and amount of principal converted hereunder securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Change if it had been, immediately prior to such Fundamental Change, the holder of one Common Share (the “Alternate Consideration”). If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Change, then the Holder shall be available for reborrowing, at given the option same choice as to the Alternate Consideration it receives upon any conversion of the Lender, this Debenture following such conversion.Fundamental Change. In the event of a Fundamental Change, the Company or the successor or purchasing entity, as the case may be, shall execute with the Holder a written agreement providing that: (a) this Debenture shall thereafter entitle the Holder to purchase the Alternate Consideration; and (b) Subject to adjustment as provided hereinin the case of any such successor or purchasing entity, the conversion price (“Conversion Price”) per share upon such consolidation, merger, statutory exchange, combination, sale or conveyance, such successor or purchasing entity shall be equal to (i) jointly and severally liable with the Conversion Amount (Company for the numerator); divided by (ii) eighty-five percent (85%) performance of the lowest daily volume weighted average price all of the Company’s Common Stock during obligations under this Debenture and the five (5) trading days immediately prior Subscription Agreement entered into in connection with the issuance of this Debenture. 5.9 If, in the case of any Fundamental Change, the Alternate Consideration includes shares, other securities, other property or assets of an entity other than the Company or any such successor or purchasing entity, as the case may be, then such written agreement shall also be executed by such other entity and shall contain such additional provisions to protect the interests of the Holder as the board of directors of the Company shall reasonably consider necessary by reason of the foregoing. At the Holder’s request, any successor to the Company or surviving entity in such Fundamental Change shall issue to the Holder a new Debenture consistent with the foregoing provisions and evidencing the Holder’s right to convert such Debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Change is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 5 and insuring that this Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Change. 5.10 The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Shares, Conversion Date as indicated in Shares for the Notice purpose of issuance upon conversion of the Debenture, free from pre-emptive rights or any other actual contingent purchase rights of Persons other than the Holder, not less than such number of Conversion (Shares as shall be issuable upon the denominator). (c) In conversion of the event the authorized Principal Amount and accrued but unpaid interest thereon. The Company covenants that all Conversion Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower that shall be so issuable shall, upon delivery issue, be duly and validly authorized, issued and fully paid and non-assessable. 5.11 Upon a conversion hereunder, the Company shall not be required to issue share certificates representing fractions of a completed Notice of ConversionConversion Shares, cause and the Company shall be entitled to round the number of authorized Conversion Shares down to the nearest whole number. The Holder agrees to waive any rights or entitlements to fractional Conversion Shares that the Holder may have in connection with a conversion hereunder. 5.12 In each case of Common Stock an adjustment or readjustment of the Conversion Price for the number of Conversion Shares issuable upon conversion of this Debenture, the Company, at its own expense, shall cause its Secretary or other officer as directed by the board of directors of the Company to compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall deliver such certificate to the Holder in accordance with Section 11. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based. No adjustment in the Conversion Price shall be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender made unless it would result in accordance with an increase or decrease of at least one cent, but any adjustments not made because of this Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion sentence shall be null carried forward and void and no conversion shall be undertaken by the Borrowertaken into account in any subsequent adjustment otherwise required hereunder. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.

Conversion. (a) The Lender shall have Holder of this Note is entitled, at its option, at any time after the right, in its sole discretionissuance of this Note, to convert all or any lesser portion of the outstanding principal and any accrued interest, fees or expenses due under balance of this Agreement or under any Revolving Note into fully-paid and non-assessable shares of the CompanyBorrower’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses common stock (the “Conversion AmountShares”) at a conversion price per share equal to fifty percent (50% (0.50)) (the “Multiplier”) of the lowest closing bid price for the Company’s common stock during the thirty (30) trading days immediately preceding a conversion date, as officially reported on the principal securities exchange on which the Borrower’s stock is listed (the “Closing Bid Price”) (“Conversion Price”); provided that if the closing bid price for the common stock on the Clearing Date (defined below) is lower than the Closing Bid Price, then the Conversion Price shall be adjusted such that the Multiplier shall be multiplied by the closing bid price on the Clearing Date, and the Company shall issue additional shares to Lender to reflect such adjusted conversion price (the “Reset Shares”); and, provided further, that if the Company’s common stock is chilled, or becomes chilled by Deposit Trust Corporation (DTC), or if the Company is listed on the OTC Markets with Yield Sign, Stop Sign or other trading restrictions (collectively “Chilled”), at any point during the election time that any portion of the Lenderprincipal and interest of the Note is converted by Holder, then the Multiplier shall be adjusted to forty percent (40% (0.40)) for so long as the common stock is Chilled; and the conversion dollar amount per conversion shall be reduced by delivering a flat fee of $1,500.00 shall be charged to the Borrower a Notice Issuer to cover costs associated with the deposit of Conversion (Chilled stocks for each conversion, and Reset shares will be issued to reflect the adjusted conversion price. For purposes of this Agreement, the “Clearing Date” shall be defined as defined herein) (the date of giving in which the conversion shares are deposited into the Lender’s brokerage account and Lender’s broker has confirmed with Lender that Lender may execute trades of the Notice conversion shares. The Clearing Date will be reported to Issuer, and Issuer will issue Reset Shares if needed. The Company shall bear any and all miscellaneous expenses that may arise as a result of Conversion being a “Conversion Date”), into fully paid conversion and nonassessable delivery of shares of common stock in respect of the Note, including but not limited to the cost of the issuance of a Rule 144 legal opinion, transfer agent fees, equity issuance and deposit fees, etc. At Lender’s option, any accrued costs paid by Lender may be subtracted from the dollar amount of any conversion of the Note. So long as this Note is outstanding, and prior to the complete conversion or payment of this Note, if the Company shall issue any Common Stock as for consideration per share that is less than the Conversion Price that would be in effect at the time of such stock exists on issuance, then, and thereafter successively upon each such issuance, the Closing DateConversion Price shall be reduced to such other lower issue price. For purposes of this adjustment, the issuance of any security or any shares of capital stock debt instrument of the Company carrying the right to convert such security or debt instrument into which such Common Stock, or of any warrant, right or option to purchase Common Stock shall hereafter be changed or reclassified, at result in an adjustment to the Conversion Price (as defined herein)upon the issuance of the above described security, determined as provided herein. Upon delivery to debt instrument, warrant, right or option, and again upon the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number issuance of shares of Common Stock for upon exercise of such conversion or purchase right if such issuance is at a price lower than the portion of principal, interest, fees or expenses converted in accordance with the foregoing. The number of Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the then applicable Conversion Price. Any amount Common Stock issued or issuable by the Borrower for no consideration will be deemed issuable or to have been issued for $0.000025 per share of principal converted hereunder shall be available for reborrowing, at the option Common Stock. The reduction of the Lender, following such conversionConversion Price described in this paragraph is in addition to all other rights of the Holder of this Note. (b) Subject to adjustment as provided hereinTo exercise any conversion, the conversion price (“Conversion Price”) per share holder of this Note shall be equal submit to (i) the Conversion Amount (Borrower and its transfer agent, via electronic mail, fax, or otherwise, at the numerator); divided by (ii) eighty-five percent (85%) offices of the lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated Borrower, a written notice in the form attached hereto as Exhibit A, “Notice of Conversion (the denominator)Conversion,” and made a part hereof. (c) In All conversions shall be deemed to have been made at the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of time that Lender submits a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Section 11as described above. (d) Notwithstanding anything contained 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 Section Note or any part thereof shall be adjusted proportionately in the amount of securities for which the shares have 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, or discounted at a negotiable rate at the Lender's request. The Borrower shall promptly provide the holder of this Note with notice of any events mandating an adjustment to the contraryconversion ratio, upon the delivery or for any planned merger, consolidation, share exchange or sale of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an amount in cash equal to the Conversion Amount as specified in the Notice of Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be null and void and no conversion shall be undertaken signed by the President and Chief Executive Officer of Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock issued pursuant to this Section and the restrictive legend removed from the share certificates evidencing said shares of Common Stock, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date.